SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A INFORMATION


Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [x]
[X]

Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_]   ]  Preliminary Proxy Statement                  [_] Soliciting Material Under Rule
[_]   ]  Confidential, For Use of the 14a-12
Commission Only (as permitted
by Rule 14a-6(e)(2))
[x]X]  Definitive Proxy Statement
[_]   ]  Definitive Additional Materials

GERON CORPORATION 
------------------------------------------------------------------------------------------------------------------------------------------------------[   ]  Soliciting Materials under Rule 14a-13

GERON CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
(Name of Registrant as Specified In Its Charter)
------------------------------------------------------------------------------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[x]X]  No fee required.

[_]  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1)  Title of each class of securities to which transaction applies:

1)  Title of each class of securities to which transaction applies:
2)Aggregate number of securities to which transaction applies:
3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
4)Proposed maximum aggregate value of transaction:
5)Total fee paid:

____________________________________________________________________________________
2)  Aggregate number of securities to which transaction applies:
3)  Per unit price or other underlying value of transaction computed pursuantto Exchange Act Rule 0-11 (set forth the
     amount on which the filing fee iscalculated and state how it was determined):
4)  Proposed maximum aggregate value of transaction:
____________________________________________________________________________________
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[_] Fee paid previously with preliminary materials:

[_] Check box if any part of the fee is offset as provided by Exchange Act Rule0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous filing by registration statement number,or the form or
schedule and the date of its filing.

1) Amount previously paid:
2) Form, Schedule or Registration Statement No.:
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4) Date Filed:

____________________________________________________________________________________
      1) Amount previously paid:


      2) Form, Schedule or Registration Statement No.:
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GERON CORPORATION
230 Constitution Drive
Menlo Park, CA 94025

March 29, 2012

Dear Stockholder:

    You are cordially invited to attend the 2012 Annual Meeting of Stockholders of Geron Corporation, which will be held on May 17, 2012 at 8:00 a.m. Pacific Time. We are pleased to announce that this year’s Annual Meeting will be held completely virtual. You will be able to attend, vote and submit your questions during the meeting via live webcast via the Internet at www.virtualshareholdermeeting.com/geron2012. For the first time, we are hosting a stockholder-only website where you will be able to learn more about recent events at Geron, participate in a stockholder survey, vote your proxy and submit questions for the Annual Meeting in advance. To access this website, have your 12-Digit Control Number available and go to www.theinvestornetwork.com/forum/gern.

    As permitted by the rules of the Securities and Exchange Commission, we are also pleased to furnish our proxy materials to stockholders primarily over the Internet. We believe this process will expedite stockholders’ receipt of materials, lower the costs of our annual meeting and reduce the environmental impact of printing and mailing hard copies. Stockholders who continue to receive hard copies of proxy materials may help us reduce costs by opting to receive future proxy materials by e-mail.

    On or about April 4, 2012, we will distribute to our stockholders a notice containing instructions on how to access our 2012 Proxy Statement and our 2011 Annual Report on Form 10-K, and how to vote online. This notice also will include instructions on how you can receive a paper copy of the proxy materials, including the notice of the Annual Meeting, 2012 Proxy Statement and proxy card. If you received your proxy materials by mail, the notice of Annual Meeting, 2012 Proxy Statement and proxy card from our Board of Directors were enclosed. If you received your proxy materials via e-mail, the e-mail contained voting instructions and links to the 2012 Proxy Statement and 2011 Annual Report on Form 10-K, which includes information on our operations, product candidates and our audited financial statements.

    At this year’s Annual Meeting, the agenda includes the following items:

    Whether or not you plan to connect to the meeting via the webcast, please vote electronically via the Internet or by telephone, or, if you requested paper copies of the proxy materials, please complete, sign, date and return the accompanying proxy in the enclosed postage-paid envelope.

    Thank you for your ongoing support of, and continued interest in, Geron Corporation. I look forward to speaking with you over the Internet at our 2012 Annual Meeting of Stockholders.

Sincerely,

John A. Scarlett, M.D.
President and Chief Executive Officer


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GERON CORPORATION
230 Constitution Drive
Menlo Park, CA 94025

____________________

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on May 19, 201017, 2012

To the Stockholders of Geron Corporation:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of GERON CORPORATION, a Delaware corporation (the Company)“Company”), will be held on Wednesday, May 19, 2010,17, 2012, at 8:3000 a.m. local time atPacific Time.To participate in the Company’s headquarters, 230 Constitution Drive, Menlo Park, California 94025,Annual Meeting via live webcast, vote your shares online and submit your questions during the meeting, please visit www.virtualshareholdermeeting.com/geron2012 and be sure to have your 12-Digit Control Number to enter the meeting. You will not be able to attend the Annual Meeting in person.The meeting will be held for the following purposes:

      1.      To elect the members of Class III of the Board of Directors to each serve for the following three years or until their successors are elected and qualified;
 
2.To approve an amendment to the Company’s 2002 Equity Incentive PlanRestated Certificate of Incorporation to increase the aggregate number of authorized shares of the Company’s Common Stock authorized for issuance under such plan by 5,000,000from 200,000,000 to 300,000,000 shares;
 
3.To hold an advisory vote to approve named executive officer compensation;
4.To ratify appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2010;2012; and
 
4.5.To transact such other business as may properly come before the Annual Meeting or any postponement or adjournment thereof.

    The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice.

    The Board of Directors has fixed the close of business on Monday, March 22, 2010,20, 2012, as the record date for the determination of stockholders entitled to notice of and to vote at this Annual Meeting and at any adjournment or postponement thereof. SharesEach stockholder is entitled to one vote for each share of common stock may be votedheld at the meeting only if the holder is present at the meeting in person or by valid proxy.that time.

     All stockholders are cordially invited to attend the meeting in person.

Your Vote Is Important To Us. Whether or not you expectplan to attendconnect to the meeting via the webcast, please vote electronically via the Internet or by telephone, or, if you requested paper copies of the proxy materials, please complete, sign, date and return the enclosedaccompanying proxy as promptly as possible in order to ensure your representation at the meeting. A return envelope (which is postage prepaid if mailed in the United States) is enclosed for that purpose. Or, you can vote over the telephone or the Internet as described on the enclosed proxy card. Even if you have given your proxy, you may still vote in person if you attend the meeting.postage-paid envelope. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you must obtain from the record holder a proxy issued in your name.

By Order of the Board of Directors,
David L. Greenwood

Stephen N. Rosenfield
Executive Vice President, General Counsel
and Corporate Secretary


Menlo Park, California
March 29, 2010

2012

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU OWN. WHETHER OR NOT YOU EXPECT TO ATTENDCONNECT TO THE MEETING, WE URGE YOU TO SUBMIT YOUR PROXY PROMPTLY IN ORDER TO ASSURE THAT A QUORUM IS PRESENT.


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Table of Contents

DescriptionPage
Questions and Answers about Proxy Materials and Voting1
Proposal 1: Election of Directors8
Corporate Governance Matters13
Compensation of Directors17
Proposal 2: Amendment to Restated Certificate of Incorporation24
Proposal 3: Advisory Vote on Named Executive Compensation24
Compensation Discussion and Analysis26
Compensation Committee Report40
Executive Compensation Tables41
Equity Compensation Plans52
Proposal 4: Ratification of Selection of Independent Registered Public Accounting Firm52
Principal Accountant Fees and Services53
Audit Committee Report54
Security Ownership of Certain Beneficial Owners and Management55
Certain Transactions57
Other Matters57
Appendix 1: Certificate of Amendment of Restated Certificate of Incorporation


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GERON CORPORATION
230 Constitution Drive
Menlo Park, CA 94025

____________________

PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 17, 2012
____________________

INFORMATION CONCERNING SOLICITATION

QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

General
     This proxy statement is being furnished to

Why am I receiving these materials?

    We have sent you a Notice of Availability of Proxy Materials (the “Notice”) because the stockholdersBoard of Directors (the “Board”) of Geron Corporation, a Delaware corporation (the Company)(“Geron”, in connection with the solicitation by the Board of Directors (the Board) of the Company of proxies“Company”, “we” or “us”), is soliciting your proxy to be usedvote at theour 2012 Annual Meeting of Stockholders to be held on May 19, 2010,17, 2012, at 8:3000 a.m. local timePacific Time (the Annual Meeting)“Annual Meeting”), or at any adjournment or postponement thereof, forthereof. We invite you to attend the purposes set forth hereinAnnual Meeting via the Internet to vote on the proposals described in this Proxy Statement. You may vote by proxy over the Internet, by phone or by mail, if you requested printed copies of the proxy materials.

    We intend to distribute the proxy materials on or about April 4, 2012 to all stockholders of record entitled to vote at the Annual Meeting.

What is the purpose of the Annual Meeting?

    At our Annual Meeting, stockholders will act upon the matters described in this Proxy Statement. In addition, following the meeting, management will report on current events at Geron and respond to questions from stockholders.

Can I attend the Annual Meeting?

    We will host the 2012 Annual Meeting live via the Internet.You will not be able to attend the meeting in person. Any stockholder can listen to and participate in the accompanyingAnnual Meeting live via the Internet at www.virtualshareholdermeeting.com/geron2012. The webcast will start at 8:00 a.m., Pacific Time, on May 17, 2012. Stockholders may vote and submit questions while connected to the Annual Meeting via the Internet.

    For the first time, we are hosting a stockholder-only website at www.theinvestornetwork.com/forum/gern. This website provides validated stockholders the ability to learn more about the Company, participate in a stockholder survey, vote their proxy and submit questions in advance of the Annual Meeting. To access the website, you must have your 12-Digit Control Number available, which can be found on your Notice ofor proxy card.

What do I need in order to be able to participate in the Annual Meeting.Meeting online?

    The Annual Meeting will be held live via the Internet. You will not be able to attend the meeting in person. A summary of the information you need to attend the meeting online is provided below:



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Why did I receive a Notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?

    We are pleased to continue to take advantage of the SEC rule that allows companies to furnish their proxy materials over the Internet. If you received a Notice of Internet Availability of Proxy Materials by mail, you will not receive a printed copy of the proxy materials unless you request one. Instead, the Notice of Internet Availability of Proxy Materials will instruct you as to how you may access and review the proxy materials and cast your vote via the Internet. If you received a Notice of Internet Availability of Proxy Materials by mail and would like to receive a printed copy of our proxy materials, please follow the instructions included in the Notice of Internet Availability of Proxy Materials. A stockholder’s election to receive proxy materials by mail or electronically by email will remain in effect until the stockholder terminates such election.

Why did I receive a full set of proxy materials instead of a Notice regarding the Internet availability of proxy materials?

    We are providing paper copies of the proxy materials to stockholders who previously requested to receive them. If you would like to reduce the environmental impact and the costs incurred by us in mailing proxy materials, you may elect to receive all future proxy materials electronically via email or the Internet. To sign up for electronic delivery, please follow the instructions provided with your proxy materials and on your proxy card or voting instruction card, to vote using the Internet and, when prompted, indicate that you agree to receive or access future stockholder communications electronically. Alternatively, you can go to www.proxyvote.com and enroll for online delivery of proxy materials.

How can I access the proxy materials over the Internet?

    You may view and also download our proxy materials, including the 2011 Annual Report on Form 10-K and the Notice, on our website at www.geron.com as well as www.proxyvote.com.

How do I order proxy materials if I have not received them?

    This Proxy Statement and the Company’s headquarters2011 Annual Report on Form 10-K are available at 230 Constitution Drive, Menlo Park, California 94025. Thiswww.proxyvote.com. Internet distribution of proxy statementmaterials is designed to expedite receipt by stockholders, lower the cost of the Annual Meeting and accompanyingconserve natural resources. However, if you have not received a copy of our proxy cardmaterials and would like to receive one for the Annual Meeting or for future stockholder meetings, you may request printed copies as follows:

Instructions on how to connect and participate via the Internet, including how to demonstrate proof ofstock ownership, are being mailed to all stockholders entitled toposted at www.virtualshareholdermeeting.com/geron2012.

Who can vote at the Annual Meeting on or about March 29, 2010.

Solicitation and Voting of Proxies
Meeting?

    Only holders of record at the close of business on Monday, March 22, 201020, 2012 (the Record Date)“Record Date”) will be entitled to notice of and to vote at the Annual Meeting or any adjournment or postponement thereof. At the close of business on the Record Date, there were 97,458,243132,259,325 shares of common stock, par value $0.001 per share (Common Stock)(“Common Stock”), outstanding. Each holder of record of Common Stock on such datethe Record Date will be entitled to one vote for each share held on all matters to be voted upon at the Annual Meeting.

The stock transfer books will not be closed



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between the Record Date and the 2012 Annual Meeting date. A list of stockholders entitled to vote at the 2012 Annual Meeting will be available for examination at our principal executive offices at the address listed above for a period of ten (10) days prior to the 2012 Annual Meeting, and during the 2012 Annual Meeting such list will be available for examination at www.virtualshareholdermeeting.com/geron2012.

What am I voting on at the Annual Meeting?

    You are being asked to vote on four (4) proposals, as follows:

Proposal 1To elect three Class I members of our Board named herein to each serve for a three-year term;
Proposal 2To approve an amendment to our Restated Certificate of Incorporation to increase the number of authorized shares of our Common Stock from 200,000,000 to 300,000,000 shares;
Proposal 3To approve, on a non-binding, advisory vote basis, the compensation of the named executive officers as disclosed in this Proxy Statement; and
Proposal 4To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2012.

What are the choices in voting?

    For Proposal 1, you may either vote “For” all nominees to the Board of Directors or you may “Withhold” your vote for any nominee you specify. For Proposals 2, 3 and 4, you may vote “For” or “Against” or abstain from voting.

What is the recommendation of the Board on each of the matters scheduled to be voted on at the Annual Meeting?

    The Board of Directors recommends that you vote:

Could other matters be decided at the Annual Meeting?

    Our bylaws require that we receive advance notice of any proposal to be brought before the Annual Meeting by our stockholders, and we have not received notice of any such proposals as of the Record Date. If any other matter were to be properly submitted for a vote at the Annual Meeting, the proxy holders appointed by the Board will have the discretion to vote on those matters for you as they see fit. This includes, among other things, considering any motion to adjourn the Annual Meeting to another time and/or place, including for the purpose of soliciting additional proxies for or against a given proposal.

What is the difference between holding shares as a stockholder of record or as a beneficial owner?

Stockholder of Record: Shares Registered in Your Name

    You are a stockholder of record if at the close of business on March 20, 2012, your shares were registered directly in your name with our transfer agent, Computershare Trust Company, N.A. As a stockholder of record, you may vote during the 2012 Annual Meeting or vote by proxy.



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Beneficial Owner: Shares Registered in the Name of a Broker or Bank

    You are a beneficial owner, if at the close of business on March 20, 2012, your shares were held in an account at a brokerage firm, bank, dealer, or other similar organization and not in your name. The organization holding your account is considered to be the stockholder of record for purposes of voting at the 2012 Annual Meeting. Being a beneficial owner means that, like most stockholders, your shares are held in “street name” and these proxy materials are being forwarded to you by that organization. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account by following the voting instructions your broker or other nominee provides. If you do not provide your broker or nominee with instructions on how to vote your shares, your broker or nominee will be able to vote your shares with respect to some of the proposals, but not all. Please see “What are broker non-votes?” below for more information.

How do I vote my shares and what are the voting deadlines?

    Please refer to the proxy card for instructions on, and access information for, voting by telephone, over the Internet or by mail.

Stockholder of Record: Shares Registered In Your Name

    If you are a stockholder of record, there are several ways for you to vote your shares.

The Internet and telephone voting procedures described above, which comply with Delaware law, are designed to authenticate stockholders’ identities, to allow stockholders to vote their shares, and to confirm that their instructions have been properly recorded. However, please be aware that you must bear any costs associated with your Internet access, such as usage charges from Internet access providers and telephone companies.

Beneficial Owner: Shares Registered in the Name of a Broker or Bank

    If you are a beneficial owner of your shares, you should have received a Notice of Internet Availability of Proxy Materials or voting instructions from the broker or other nominee holding your shares. You should follow the instructions in the Notice of Internet Availability of Proxy Materials or voting instructions provided by your broker or nominee in order to instruct your broker or other nominee on how to vote your shares. The availability of telephone and Internet voting will depend on the voting process of the broker or nominee. Please contact your bank, broker or other agent if you have questions about their instructions on how to vote your shares. To vote during the 2012 Annual Meeting, you must obtain a valid proxy from your broker, bank, or other agent.



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Geron Plan Participants

    Participants in the Geron 401(k) Plan will receive a proxy that incorporates all shares owned through the Geron 401(k) Plan, assuming the shares are registered in the same name. The proxy will serve as voting instructions for the trustee of the Geron 401(k) Plan. If the proxy is not voted, the plan trustee will vote those shares in the same proportion as other Geron 401(k) participants vote their Geron 401(k) Plan shares.

    Shares purchased through the 1996 Employee Stock Purchase Plan will follow standard brokerage industry practices. Shares held in the name of the broker will be voted on behalf of the holder on certain routine matters. To the extent the brokerage firm votes shares on the behalf of the holder, the shares will be counted for the purpose of determining a quorum.

Can I vote my shares by filling out and returning the Notice?

    No. The Notice will, however, provide instructions on how to vote by Internet, by telephone, or by requesting and returning a paper proxy card or voting instruction card.

How many votes are needed to approve a proposal?

    A quorum of stockholders is necessary to hold a valid meeting. In order to constitute a quorum and to transact business at the Annual Meeting, a majority of the outstanding shares of Common Stock on the Record Date must be represented at the Annual Meeting. Shares represented by proxies that reflect abstentions or “broker non-votes” will be counted as shares that are present and entitled to vote for purposes of determining the presence of a quorum.

Proposal
NumberProposalVote Required
1

To elect three Class I members of our Board named herein to each serve for a three-year term.

The three nominees receiving the most “For” votes (from the holders of shares present in person or represented by proxy and entitled to vote on the election of directors) will be elected. Only votes “FOR” or “WITHHOLD” will affect the outcome.

2

To approve an amendment to our Restated Certificate of Incorporation to increase the number of authorized shares of our Common Stock from 200,000,000 to 300,000,000 shares.

The affirmative vote of the holders, either present in person or represented by proxy, of at least a majority of our outstanding shares of Common Stock. Abstentions and broker non-votes, if any, will be treated as votes against this proposal.

3

To approve, on a non-binding, advisory vote basis, the compensation for named executive officers disclosed in this Proxy Statement.

The affirmative vote of the holders of a majority of the votes cast in person or by proxy at this meeting. Abstentions and broker non-votes will have no effect on the outcome of this proposal. However, this proposal is advisory and non-binding upon us.

4

To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2012.

The affirmative vote of the holders of a majority of the votes cast in person or by proxy at this meeting. Abstentions and broker non-votes will have no effect on the outcome of this proposal.


What are “broker non-votes”?

    Broker non-votes occur when a beneficial owner of shares held in “street name” does not give instructions to the broker or nominee holding the shares on how to vote on matters deemed “non-routine.” Generally, if shares are held in street name, the beneficial owner of the shares is entitled to give voting instructions to the broker or nominee holding the shares. If the beneficial owner does not provide voting instructions, the broker or nominee can still vote the shares with respect to matters that are considered to be “routine,” but not with respect to “non-routine”



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matters. In the event that a broker, bank, custodian, nominee or other record holder of Geron Common Stock indicates on a proxy that it does not have discretionary authority to vote certain shares on a particular proposal, then those shares will be treated as broker non-votes with respect to that proposal. Accordingly, if you own shares through a nominee, such as a broker or bank, please be sure to instruct your nominee on how to vote to ensure that your vote is counted on each of the proposals.

Which ballot measures are considered “routine” or “non-routine?”

    The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2012 (Proposal 4) is considered routine under applicable rules. A broker or other nominee may generally vote on routine matters, and therefore no broker non-votes are expected to exist in connection with Proposal 4 and, to the extent deemed “routine”, Proposal 2. The election of directors (Proposal 1) and the advisory vote on compensation for named executive officers (Proposal 3) are considered non-routine matters under applicable rules. A broker or other nominee cannot vote without instructions on non-routine matters, and therefore there may be broker non-votes on Proposals 1 and 3. In addition, it is possible that brokers will not have discretionary voting authority with respect to the proposal to amend our Restated Certificate of Incorporation to increase the authorized number of shares from 200,000,000 to 300,000,000 shares (Proposal 2), in which case, if you do not instruct your broker on how to vote with respect to this proposal, your broker may not vote with respect to this proposal and these non-votes will be counted as broker non-votes.

What does it mean if I receive more than one proxy card?

    If you receive more than one proxy card, your shares are registered in more than one name or are registered in different accounts. Please complete, sign and return each proxy card to ensure that all of your shares are voted.

How will your proxy be voted?

    Votes will be counted by the Inspector of Election appointed for the 2012 Annual Meeting, who will separately count “For” and (with respect to proposals other than the election of directors) “Against” votes, abstentions and broker non-votes. In addition, with respect to the election of directors, the Inspector of Election will count the number of “withheld” votes received for the nominees. If your shares are held by your broker as your nominee (that is, in “street name”), you will need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker to vote your shares. If you do not give instructions to your broker, your broker can vote your shares with respect to “routine” items, but not with respect to “non-routine” items. See “What are “broker non-votes?” and “Which ballot measures are considered “routine” and “non-routine”?” above for more information regarding “routine” and “non-routine” matters.

Can I revoke or change my vote after I submit my proxy?

Stockholder of Record: Shares Registered In Your Name

    If you are a stockholder of record, you may revoke or change your vote at any time before the final vote at the Annual Meeting by:



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Beneficial Owner: Shares Registered in the Name of a Broker or Bank

    If you are a beneficial owner of your shares, you must contact the broker or other nominee holding your shares and follow their instructions for revoking or changing your vote.

Is my vote confidential?

    Yes. Proxy cards, ballots and voting tabulations that identify stockholders by name are kept confidential. There are exceptions for contested proxy solicitations or when necessary to meet legal requirements. In addition, all comments written on a proxy card or elsewhere will be forwarded to management, but your identity will be kept confidential unless you ask that your name be disclosed.

How can I find out the results of the voting at the Annual Meeting?

    Preliminary voting results will be announced at the 2012 Annual Meeting. Final voting results will be published by Geron in a Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) that we expect to file within four business days after the 2012 Annual Meeting. If final voting results are not available to us in time to file a Current Report on Form 8-K within four business days after the 2012 Annual Meeting, we intend to file a Current Report on Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Current Report on Form 8-K to publish the final results.

Who is paying for this proxy solicitation?

    We will pay the entire cost of solicitation of proxies, including preparation, assembly, printing and mailing of this proxy statement,Proxy Statement, the proxy and any additional information furnished to stockholders. Copies of solicitation materials will be furnished to banks, brokerage houses, fiduciaries and custodians holding in their names shares of Common Stock beneficially owned by others to forward to such beneficial owners. In addition, the Companywe may reimburse persons representing beneficial owners of Common Stock for their costs of forwarding solicitation materials to such beneficial owners. The original solicitation of proxies by mail may be supplemented by solicitation by mail, telephone or other electronic means, or in person, by directors, officers, or other regular employees of the Company, or at the Company’sour request, The Altman Group.Alliance Advisors, LLC. No additional compensation will be paid to directors, officers or other regular employees for such services, but The Altman GroupAlliance Advisors will be paid its customary fee, estimated to be $6,000,$5,500, to render solicitation services.

Quorum Requirement

When are stockholder proposals due for next year’s Annual Meeting?

    To be considered for inclusion in next year’s proxy materials, your proposal must be submitted in writing by December 14, 2012, to our Corporate Secretary at Geron Corporation, 230 Constitution Drive, Menlo Park, California, 94025. However, if our 2013 Annual Meeting of Stockholders is not held between April 17, 2013 and Votes Required forJune 16, 2013, then the Proposals

     In orderdeadline will be a reasonable time prior to constitutethe time we begin to print and mail our proxy materials.

    If you wish to bring a quorum and to transact businessproposal before the stockholders or nominate a director at the 2013 Annual Meeting a majorityof Stockholders, but you are not requesting that your proposal or nomination be included in next year’s proxy materials, you must notify our Corporate Secretary, in writing, not earlier than the close of business on January 18, 2013 and not later than the close of business on February 17, 2013. However, if our 2013 Annual Meeting of Stockholders is not held between April 17, 2013 and June 16, 2013, then the deadline will be the 10th day following the earlier of the outstanding sharesday on which the first public announcement of Common Stock on the Record Date must be represented atdate of the Annual Meeting. Shares represented by proxies that reflect abstentions or “broker non-votes” (i.e., shares held by a broker or nominee which are represented at the2013 Annual Meeting but not empowered to vote on a particular proposal) will be counted as shares that are present and entitled to vote for purposes of determiningStockholders was made or the presence of a quorum.

     Directors will be elected by a favorable vote of a pluralityday the notice of the aggregate votes present, in person or by proxy, at the2013 Annual Meeting. Accordingly, abstentions will not affect the outcomeMeeting of Stockholders is mailed. The chairman of the election2013 Annual Meeting of candidates for director. Absent instructions from the beneficial owner of such shares, a broker is not entitled to vote shares held for a beneficial owner on certain non-routine items, such as the election of directors. Thus,Stockholders may determine, if the beneficial owner doesfacts warrant, that a matter has not give a broker specific instructions,been properly brought before the beneficially owned sharesmeeting and, therefore, may not be voted onconsidered at the electionmeeting. Stockholders interested in submitting a proposal are advised to contact knowledgeable counsel with regard to the detailed requirements of directors andthe applicable securities laws. The submission of a stockholder proposal does not guarantee that it will not be countedincluded in determining the number of shares necessary for approval, although they will count for purposes of determining whether a quorum exists. Stockholders are not permitted to cumulate their shares for the purpose of electing directors or otherwise.
our Proxy Statement.



     The proposal to approve an amendment to the 2002 Equity Incentive Plan (the 2002 Plan) requires the affirmative vote

Table of a majority of the aggregate votes present, in person or by proxy, at the Annual Meeting. Accordingly, proxies reflecting abstentions to this proposal will be treated as votes against the amendment to the 2002 Plan. A brokerContents

What is not entitled to vote shares held for a beneficial owner on this proposal. Thus, if the beneficial ownerhouseholding and how does not give a broker specific instructions, the beneficially owned shares may not be voted on this proposal and will not be counted in determining the number of shares necessary for approval, although they will count for purposes of determining whether a quorum exists.

     The proposal to ratify the selection of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2010 requires the affirmative vote of a majority of the aggregate votes present, in person or by proxy, and entitled to vote at the Annual Meeting. Abstentions will have the same effect as a vote against this proposal. However, ratification of the selection of Ernst & Young LLP is considered a routine matter on which a broker or other nominee is empowered to vote. Accordingly, no broker non-votes will result from this proposal.
Geron Plan Participants
     Participants in the Geron 401(k) Plan will receive a proxy that incorporates all shares owned through the Geron 401(k) Plan, assuming the shares are registered in the same name. The proxy will serve as voting instructions for the trustee of the 401(k) Plan. If the proxy is not voted, the plan trustee will vote those shares in the same proportion as other 401(k) participants vote their 401(k) Plan shares.
     Shares purchased through the 1996 Employee Stock Purchase Plan (Purchase Plan) will follow standard brokerage industry practices. Shares held in the name of the broker will be voted on behalf of the holder on certain routine matters. To the extent the brokerage firm votes shares on the behalf of the holder, the shares will be counted for the purpose of determining a quorum.
Householding of Annual Meeting Materials
it affect me?

    Some brokers and other nominee record holders may be participating in the practice of “householding” proxy statements. This means that only one copy of this proxy may have been sent to multiple stockholders in a stockholder’s household. The CompanyWe will promptly deliver copies of the proxy statementProxy Statement and annual report to any stockholder who contacts the Company’sour investor relations department at (650) 473-7765 or by mail addressed to Investor Relations, Geron Corporation, 230 Constitution Drive, Menlo Park, California 94025, requesting such copies. If a stockholder is receiving multiple copies of the proxy statementProxy Statement and annual report at the stockholder’s household and would like to receive a single copy of the proxy statementProxy Statement and annual report for a stockholder’s household in the future, stockholders should contact their broker, other nominee record holder, or the Company’sour investor relations department to request mailing of a single copy of the proxy statement and annual report.

Voting Via the Internet or by Telephone
     Stockholders whose shares are registered in the name of a bank or brokerage firm may be eligible to vote electronically through the Internet or by telephone. Many banks and brokerage firms participate in the Broadridge Financial Solutions, Inc. (Broadridge) online and telephone program. This program provides eligible stockholders the opportunity to vote via the Internet or by telephone. Voting forms will provide instructions for stockholders whose banks or brokerage firms participate in Broadridge’s online and telephone program.
     Registered stockholders may vote electronically through the Internet or by telephone by following the instructions included with their proxy card. A stockholder not wishing to vote electronically through the Internet or by telephone or whose form does not reference Internet or telephone voting information should complete and return the enclosed paper proxy card. Signing and returning the proxy card or submitting the proxy via the Internet or by telephone does not affect the right to vote in person at the Annual Meeting.
     The telephone and Internet proxy granting procedures are designed to authenticate stockholders’ identities, to allow stockholders to give their proxy granting instructions and to confirm that stockholders’ instructions have been recorded properly. Stockholders granting proxies via the Internet should understand that there may be costs associated with electronic access, such as usage charges from Internet access providers and telephone companies that must be borne by the stockholder.


Internet and Electronic Availability of Proxy Materials
     As permitted by the Securities and Exchange Commission (the SEC), the Company is sending a Notice of Internet Availability of Proxy Materials (the Notice) to stockholders who hold shares in “street name” through a bank, broker or other holder of record. All such stockholders will have the ability to access this Proxy Statement and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009 as filed with the SEC on February 26, 2010 (the Annual Report) electronically through www.proxyvote.com or to request a printed set of these materials at no charge. Instructions on how to access these materials over the Internet or to request a printed copy may be found in the Notice. The Annual Report does not constitute, and should not be considered, a part of this proxy solicitation material.
     In addition, any stockholder may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. Choosing to receive future proxy materials by email will save the Company the cost of printing and mailing documents to stockholders and will reduce the impact of annual meetings on the environment. A stockholder’s election to receive proxy materials by email will remain in effect until the stockholder terminates it.
Revocability of Proxies
     Any person giving a proxy pursuant to this solicitation has the power to revoke it at any time before it is voted. A proxy may be revoked by filing a written notice of revocation or a duly executed proxy bearing a later date with the Secretary at the Company’s offices, 230 Constitution Drive, Menlo Park, California 94025, or it may be revoked by attending the meeting and voting in person. Attendance at the meeting will not, by itself, revoke a proxy.

MATTERS TO BE CONSIDERED AT THE 20102012 ANNUAL MEETING

PROPOSAL 1

ELECTION OF DIRECTORS

     The Company’s

Board Structure

    Our Board currently consists of eight members, seven of which are “independent,” as that term is defined by NasdaqNASDAQ Rule 5605(a)5606(a)(2). The Company’sOur Bylaws provide for the classification of the Board into three classes, as nearly equal in number as possible, with staggered terms of office. The Company’sOur Bylaws also provide that upon expiration of the term of office for a class of directors, nominees for such class will be elected for a term of three years or until their successors are duly elected and qualified.

    The term of office of the Class III directors will expire at the Annual Meeting in May 2010,2012, and twothree nominees for director are to be elected as Class III directors. The twothree nominees are Thomas Hofstaetter, Ph.D., John A. Scarlett, M.D. and Robert J. Spiegel, M.D., FACP. The Class II directors, Edward V. Fritzky, Hoyoung Huh, M.D., Ph.D., and Thomas D. Kiley, Esq. The Class III directors, Alexander E. Barkas, Ph.D., Karin Eastham and Charles J. Homcy, M.D. have one year remaining on their terms of office. The Class IIII directors, Thomas Hofstaetter,Karin Eastham and V. Bryan Lawlis, Ph.D., Thomas B. Okarma, Ph.D., M.D. and Patrick J. Zenner, have two years remaining on their terms of office. On March 25, 2010, Mr. Zenner notified

NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS
For a Three Year Term Expiring at the Company of his decision to retire as a member of the Board effective as of May 19, 2010, the date of the
2015 Annual Meeting.

Meeting

    The Board has selected twothree nominees for Class III directors, bothall of whom are currently directors of the Company. The twothree candidates receiving the highest number of affirmative votes of the shares represented and entitled to vote at the Annual Meeting will be elected as Class III directors of the Company. Accordingly, abstentions will not affect the outcome of thethis proposal. The election of directors is a non-routine matter on which a broker or other nominee is not empowered to vote. Accordingly, if the beneficial owner does not give a broker specific instructions, the beneficially owned shares may not be voted on this proposal and will not be counted in determining the number of shares necessary for approval.

    Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the twothree nominees named below. In the event that any nominee should be unavailable for election as a result of an unexpected occurrence, such shares will be voted for the election of such substitute nominee as managementGeron may propose. Each person nominated for election has agreed to serve if elected, and management has no reason to believe that any nominee will be unable to serve.



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    Set forth below is information regarding the nominees for Class III director, the periods during which they have served as a director of the Company, and information furnished by them as to principal occupations and directorships held by them in corporations whose shares are publicly registered.

Class I Directors (Term Expiring at the 2015 Annual Meeting)

NameAgePrincipal Occupation/Position with the Company
Thomas Hofstaetter, Ph.D.63Former President and Chief Executive Officer, VaxInnate Corporation
John A. Scarlett, M.D.61President and Chief Executive Officer
Robert J. Spiegel, M.D., FACP62Independent Director

Thomas Hofstaetter, Ph.D.,has served as a director of the Company since March 2010 and was President, Chief Executive Officer and a director of VaxInnate Corporation, a privately-held biotechnology vaccine company, from January 2010 to December 2011. From September 2004 to October 2009, Dr. Hofstaetter was Senior Vice President, Corporate Development and Head of Global Business Development and a member of the Wyeth Management Committee at Wyeth, Inc., a global pharmaceutical company. At Wyeth, he closed more than 70 transactions, including acquisitions of biotechnology companies, in-licensing of products and broad technology collaborations. Wyeth merged with Pfizer, Inc. in October 2009. From December 1999 to August 2004, Dr. Hofstaetter was Senior Vice President of Corporate Development of Aventis, a global pharmaceutical company. While at Aventis, he was responsible for more than 100 transactions including research alliances, product in- and out-licensing, divestments and spin-outs. In 1978, Dr. Hofstaetter joined Behringwerke AG in Germany as a research scientist and rose to become Head of Research in 1988 and head of the Immunology/Oncology business unit in 1989. From 1991 to 1999, Dr. Hofstaetter served in various executive managerial positions around the world, including the United States, Japan, France and his native Germany, with Hoechst Pharma, a global pharmaceutical company. Dr. Hofstaetter holds a Master of Science degree in biochemistry and a Ph.D. in molecular biology, magna cum laude, from the University of Tuebingen in Germany. From 2001 to 2004, he was a director of Merial Limited, a joint venture between Aventis and Merck & Co. focusing on pharmaceutical products and vaccines for livestock, pets and wildlife. From 2000 to 2004, he was a member of the board of trustees of the New Jersey Symphony Orchestra.

    The Board believes Dr. Hofstaetter’s expertise with numerous technology transactions developed through his roles as a senior executive responsible for corporate development and his significant operating and management knowledge of large, global pharmaceutical companies, qualifies Dr. Hofstaetter to be nominated as a director.

John A. Scarlett, M.D.,has served as our Chief Executive Officer and a director since September 2011 and President since January 2012. Prior to joining Geron, Dr. Scarlett served as President, Chief Executive Officer and a member of the board of directors of Proteolix, Inc., a privately-held oncology-oriented biopharmaceutical company, from February 2009 until its acquisition by Onyx Pharmaceuticals, Inc., a global oncology-oriented biopharmaceutical company, in November 2009. From February 2002 until its acquisition by Ipsen, S.A. in October 2008, Dr. Scarlett served as the Chief Executive Officer and a member of the board of directors of Tercica, Inc., an endocrinology-oriented company, and also as its President from February 2002 through February 2007. From March 1993 to May 2001, Dr. Scarlett served as President and Chief Executive Officer of Sensus Drug Development Corporation. In 1995, he co-founded Covance Biotechnology Services, Inc., and served as a member of its board of directors from inception to 2000. From 1991 to 1993, Dr. Scarlett headed the North American Clinical Development Center and served as Senior Vice President of Medical and Scientific Affairs at Novo Nordisk Pharmaceuticals, Inc., a wholly-owned subsidiary of Novo Nordisk A/S. Dr. Scarlett received his B.A. degree in chemistry from Earlham College and a M.D. from the University of Chicago, Pritzker School of Medicine.

    As the only management representative on the Board, Dr. Scarlett brings an insider’s perspective in board discussions about the business and strategic direction of the Company. In addition, the Board believes Dr. Scarlett’s medical background and extensive drug development experience provides substantial understanding of our clinical product candidates, qualifying Dr. Scarlett to be nominated as a director.

Robert J. Spiegel, M.D., FACP, has served as a director of the Company since May 2010. He is also a director of Talon Therapeutics, Inc. (formerly Hana Biosciences, Inc.), a biopharmaceutical oncology company, Clavis Pharma ASA, a pharmaceutical company based in Oslo, Norway, and Avior Computing Corporation, a



NOMINEES

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governance risk and compliance process technology company. He served as a director for the Cancer Institute of New Jersey from 1999 to 2009 and as a director of Cancer Care New Jersey from 1995 to 2011. After 26 years with the Schering-Plough Corporation (now Merck & Co.), a global healthcare company, Dr. Spiegel retired in 2009 as Chief Medical Officer and Senior Vice President of the Schering-Plough Research Institute, the pharmaceutical research arm of the Schering-Plough Corporation. He initially joined Schering-Plough as Director of clinical research for oncology and rose to hold various positions including Senior Director of clinical research for oncology and anti-infectives, Vice President of clinical research and Senior Vice President of worldwide clinical research. During his tenure at Schering-Plough, Dr. Spiegel lead the oncology development team for over 10 years where he took several antibiotics, anti-fungals and anti-virals through successful registration worldwide, including anti-HIV indications. As Vice President and Senior Vice President of worldwide clinical research, Dr. Spiegel managed Phase 1 to Phase 3 clinical development in all therapy areas, including allergy, respiratory, cardiovascular, immunology, dermatology, oncology and infectious diseases. As Chief Medical Officer, Dr. Spiegel was involved with over 30 New Drug Applications, participated in multiple due diligence reviews and in-licensing decisions, re-engineered pharmacovigilence and risk management areas and built a quality system for all research operations. Following a residency in internal medicine, Dr. Spiegel completed a fellowship in medical oncology at the National Cancer Institute and from 1981 to 1999, he held academic positions at the National Cancer Institute and New York University Cancer Center. He currently is an Associate Fellow at the University of Pennsylvania Center for Bioethics. Dr. Spiegel holds a B.A. from Yale University and a M.D. from the University of Pennsylvania.

    The Board believes Dr. Spiegel’s extensive medical experience developing oncology products, his deep understanding of pharmaceutical research and development and broad expertise in gaining regulatory approval for drug candidates, enhances the Board’s ability to critically assess the progress and potential of our programs, qualifying Dr. Spiegel to be nominated as a director.

Vote Required and Board Recommendation

    Directors are elected by a plurality of the votes of the holders of shares present in person or represented by proxy and entitled to vote on the election of directors. The three nominees receiving the highest number of affirmative votes will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the three nominees named above. If any nominee becomes unavailable for election as a result of an unexpected occurrence, your shares will be voted for the election of a substitute nominee proposed by Geron. Abstentions and broker non-votes will not have any effect on the outcome of this proposal. In tabulating the voting results for the election of directors, only “FOR” and “WITHHOLD” votes are counted.

The Board of Directors Unanimously Recommends That Stockholders
VoteFOR ELECTION TO the Election of Each Nominee to the Board of Directors

MEMBERS OF THE BOARD OF DIRECTORS
For a Three Year Term Expiring at CONTINUING IN OFFICE

    Set forth below is information regarding the
2013 Annual Meeting

continuing Class II and Class III directors of the Company, including their ages, the periods during which they have served as directors, and information furnished by them as to principal occupations and directorships held by them in corporations whose shares are publicly registered.

Class II Directors (Term Expiring at the 2013 Annual Meeting)

Name Age     Principal Occupation
Edward V. Fritzky5961Former Chairman, Chief Executive Officer and President, Immunex Corporation
Hoyoung Huh, M.D., Ph.D.42Immunex CorporationChairman of the Board; Chairman, Cytomx Therapeutics, Inc.
Thomas D. Kiley, Esq.6668Attorney-at-law

    Edward V. Fritzky has served as a director of the Company since July 1998. From July 2002 to May 2005, he served as a director and advisor to Amgen Corporation, a U.S. pharmaceutical company, where he established a leading research center in Seattle. From January 1994 to July 2002, he served as Chief Executive Officer and Chairman of Immunex Corporation, a biopharmaceutical company that developed, manufactured, and marketed therapeutic products for the treatment of cancer, infectious diseases, and autoimmune disorders, during which



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time he managed the company’s growth to over $15 billion in market value and completed its acquisition by Amgen in 2002. Since 2004, Mr. Fritzky has been a director of Jacobs Engineering Group, Inc., a professional technical services firm providing scientific and specialty consulting services supporting industrial, commercial and government clients. From 1998 to 2009, Mr. Fritzky was a director of Sonosite, Inc., a leading company of hand-carried ultrasound equipment. From 1992 to 1994, Mr. Fritzky served as President of Lederle Laboratories, a division of American Cyanamid, and from 1989 to 1992, as Vice President of Lederle Laboratories. While at Lederle Laboratories, Mr. Fritzky oversaw the launch of six new products. Prior to joining Lederle Laboratories, Mr. Fritzky was an executive of Searle Pharmaceuticals, Inc., a subsidiary of the Monsanto Company that manufactures, develops and markets health care products and pharmaceuticals. During his tenure at Searle, Mr. Fritzky was Vice President of Marketing in the United States and later President and General Manager of Searle Canada, Inc. and Lorex Pharmaceuticals, a joint venture between G.D. Searle & Company, a U.S. pharmaceutical company, and Synthelabo, a French pharmaceutical company, to market existing and new Synthelabo products in the United States. Mr. Fritzky served as a Trustee of the Fred Hutchinson Cancer Center from July 2001 to June 2007. Mr. Fritzky holds a B.A. from Duquesne University and is a graduate of the Advanced Executive Program, J.L. Kellogg Graduate School of Management at Northwestern University.

    The Board believes Mr. Fritzky’s management and operational experience as Chairman and Chief Executive Officer of Immunex Corporation and as President of other biopharmaceutical companies, his knowledge of therapeutic product launches and the substantial understanding of the Company and its operations he has gained during his 1214 years as a director of the Company, qualifies Mr. Fritzky to again be nominatedserve as a director.

Hoyoung Huh, M.D., Ph.D.,currently serves as Chairman of the Board, served as Executive Chairman from February 2011 to September 2011 and has served as a director of the Company since May 2010. He is Chairman of the board of directors of Cytomx Therapeutics, Inc., an emerging medical technology company, and also is a director of ADDEX Pharmaceuticals, a pharmaceutical discovery and development company. From February 2008 to December 2011, Dr. Huh was Chairman of the board of directors of BiPar Sciences, Inc., a wholly-owned subsidiary of Sanofi-Aventis, a global pharmaceutical company developing treatments in cardiology, oncology, central nervous system disorders, metabolic diseases, ophthalmology and vaccines, since the April 2009 merger and served as BiPar’s President and Chief Executive Officer from February 2008 to December 2009. Additionally, Dr. Huh serves on the boards of directors of several privately-held companies. Dr. Huh served on the board of directors of Facet Biotech (a wholly-owned subsidiary of Abbott, a global, broad-based health care company devoted to the discovery, development, manufacture and marketing of pharmaceuticals and medical products, including nutritionals, devices and diagnostics) from September 2009 to April 2010. From February 2008 to May 2009, he was a member of the board of directors at Nektar Therapeutics, a clinical-stage biopharmaceutical company developing small molecule drugs, peptides and other biologic drug candidates as treatments for oncology, pain, anti-infectives, anti-virals and immunology. From March 2005 to February 2008, Dr. Huh held positions as Nektar’s Chief Operating Officer and Senior Vice President of Business Development and Marketing where he was responsible for the company’s worldwide business development, marketing and manufacturing and led Nektar’s PEGylation business. Dr. Huh was a partner at McKinsey & Company, a global management consulting firm, where he was in the biotechnology and biopharmaceutical sectors. Prior to McKinsey, he held positions as a physician and researcher at Cornell University Medical College and Sloan-Kettering Cancer Center. Dr. Huh holds an A.B. in biochemistry from Dartmouth College and a M.D. and Ph.D. in genetics and cell biology from Cornell University Medical College and Sloan-Kettering Institute.

    The Board believes Dr. Huh’s management and operational experience as President and Chief Executive Officer of BiPar Sciences and Chief Operating Officer of Nektar Therapeutics, his significant expertise with implementing strategic and line management initiatives from McKinsey and his knowledge of biotechnology and pharmaceutical collaborations, qualifies Dr. Huh to serve as a director.director and Chairman of the Board.

Thomas D. Kiley, EsqEsq.,., has served as a director of the Company since September 1992. Mr. Kiley is currently a director of Transcept Pharmaceuticals, Inc., a specialty pharmaceutical company developing therapies in the field of neuroscience.neuroscience, Ceres, Inc., an energy crop company, several privately-held biotechnology companies and the Hospital de la Familia Foundation. Mr. Kiley was a director of Connetics Corporation, a specialty pharmaceutical company that developed dermatology products, from 1994 to 2006 when it was acquired by Stiefel Laboratories, Inc. He has been self-employed since 1988 as an attorney, consultant and investor. From 1980 to 1988, he was



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an officer of Genentech, Inc., a biotechnology company using human genetic information to develop medical treatments, serving as Vice President and General Counsel, Vice President for Legal Affairs and Vice President for Corporate Development where he managed patent litigation, developed patent strategy and negotiated numerous corporate partnership deals. From 1969 to 1980, he was with Lyon & Lyon, a Los Angeles-based law firm specializing in domestic and international intellectual property law matters and was a partner at the firm from 1975 to 1980. Mr. Kiley holds a B.S. in Chemical Engineeringchemical engineering from Pennsylvania State University and a J.D. from The George Washington University.

    The Board believes Mr. Kiley’s specialized knowledge of intellectual property matters for biopharmaceutical companies, his experience as a board member for other public companies and the substantial understanding of the Company and its operations he has gained during his 1820 years as a director of the Company, qualifies Mr. Kiley to again be nominated to serve as a director.

The Board of Directors Unanimously Recommends That Stockholders
Vote FOR the Election of Each Nominee to the Board of Directors


MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE
     Set forth below is information regarding the continuing Class III and Class I directors of the Company, including their ages, the periods during which they have served as directors, and information furnished by them as to principal occupations and directorships held by them in corporations whose shares are publicly registered.
Class III Directors (Term Expiring at the 2011 Annual Meeting)

Class III Directors (Term Expiring at the 2014 Annual Meeting)
Name      Age     Principal Occupation 
Alexander E. Barkas, Ph.D.Karin Eastham62Managing Member, Prospect Management Company, LLC, the General Partner of Prospect Venture Partners L.P.; Managing Member, Prospect Management Co. II, LLC, the General Partner of Prospect Venture Partners II, L.P. and Prospect Associates II, L.P.; and Managing Member, Prospect Management Co. III, LLC., the General Partner of Prospect Venture Partners III, L.P.Independent Director
Karin EasthamV. Bryan Lawlis, Ph.D.60Independent Director
Charles J. Homcy, M.D.61President and Chief Executive Officer, Portola Pharmaceuticals, Inc.

    Alexander E. Barkas, Ph.D., has served as Chairman of the Board since July 1993 and as a director of the Company since March 1992. From March 1992 until May 1993, he served as President and Chief Executive Officer of the Company. Dr. Barkas is a Managing Director of Prospect Venture Partners, a venture capital firm. Prior to co-founding Prospect Venture Partners I, II and III, he was a partner at Kleiner Perkins Caufield & Byers (Kleiner Perkins), a venture capital firm, from 1991 to 1997, where he focused on healthcare product company investments. Prior to Kleiner Perkins, Dr. Barkas was a founder and Chief Executive Officer of BioBridge Associates, a healthcare industry consulting firm. Dr. Barkas currently serves on the board of directors of Amicus Therapeutics, Inc., a biotechnology company developing pharmacological chaperones to improve treatment options for patients with genetic diseases. From 2000 to 2008, Dr. Barkas served as a director for Tercica, Inc., a biopharmaceutical company developing endocrine products, and its chairman from 2003 until its acquisition in 2008 by the Ipsen Group. Dr. Barkas received a Ph.D. in Biology from New York University and a B.A. in Biology from Brandeis University, where he currently is Chairman of the University Science Advisory Council and serves on the Board of Trustees. The Board believes Dr. Barkas’ extensive knowledge of the healthcare industry, his experience as a board member for other public companies and the substantial understanding of the Company and its operations he has gained during his 18 years as a director of the Company and 17 years as Chairman, qualifies Dr. Barkas to serve as a director.

Karin Easthamhas served as a director of the Company since March 2009. She currently serves as a director for Amylin Pharmaceuticals, Inc., a biopharmaceutical company focused on peptide hormone drug candidates for the treatment of diabetes, obesity and other metabolic diseases; Illumina, Inc., a manufacturer of life-science tools and integrated systems for the analysis of genetic variation and biological function; and Trius Therapeutics, Inc., a biopharmaceutical company focused on the discovery, development and commercialization of innovative antibiotics for serious, life-threatening infections. She also served as a director for Genoptix, Inc., a specialized laboratory service provider, focused on personalized and comprehensive diagnostic services to community-based hematologists and oncologists. Ms. Eastham is also a director of several non-profit organizations, including UCSD Moores Cancer Center and Corporate Directors Forum.until March 2011 when it was acquired by Novartis. Ms. Eastham served as a director for Tercica, Inc., a biopharmaceutical company developing endocrine products, from 2003 until its acquisition in 2008 by the Ipsen Group and as a director of SGX Pharmaceuticals, Inc., a biopharmaceutical company developing anti-cancer therapies targeting specific enzymes that have been implicated in human cancers, from 2005 until its acquisition in 2008 by Eli Lilly and Company. From May 2004 to September 2008, Ms. Eastham served as Executive Vice President and Chief Operating Officer and a member of the Board of Trustees of Burnham Institute for Medical Research, a non-profit corporation engaged in medical research, where she established a business development function to support translational research into commercial opportunities and managed the general and administrative operations. From April 1999 to May 2004, Ms. Eastham served as Senior Vice President, Finance and Chief Financial Officer of Diversa Corporation, a genomics technology company. While at Diversa, Ms. Eastham completed the company’s initial public offering in 2000 and negotiatedparticipated in negotiations for several product and technology acquisitions.acquisitions and collaboration agreements. From April 1997 to April 1999, Ms. Eastham served as Vice President, Finance and Administration and Chief Financial Officer for CombiChem, Inc., a computational chemistry company. While at CombiChem, Ms. Eastham established the administrative infrastructure for the company, assisted in


the completion of its initial public offering in 1998 and provided guidance on accountingparticipated in negotiations and structural issues forcompletion of several pharmaceutical collaborations. From October 1992 to April 1997, Ms. Eastham served as Vice President, Finance and Administration and Chief Financial Officer for Cytel Corporation, a biopharmaceutical company, where she completed several public and private financings and implemented numerous improvements in employee benefit plans.was responsible for all administrative and financial functions. Ms. Eastham also held several similar positions with other companies, including Vice President, Finance, at Boehringer Mannheim Diagnostics from 1976 to 1988. Ms. Eastham holds a B.S. and an M.B.A. from Indiana University and is a Certified Public Accountant.

    The Board believes Ms. Eastham’s significant financial expertise developed through her experience as a financial officer for numerousseveral public biotechnology companies, her first-hand knowledge and experience in audit and financial control-related matters and her understanding of public and private equity financings, qualifies Ms. Eastham to serve as a director.

Charles J. Homcy, M.D., has served as a director of the Company since July 2005 and is currently President and Chief Executive Officer of Portola Pharmaceuticals, Inc., a biopharmaceutical company focusing on the treatment of cardiovascular disease and inflammation. Dr. Homcy also has served as a director for Millennium Pharmaceuticals, Inc., a genomics company developing anti-cancer therapies, from 2003 to 2008; Kosan Biosciences, Inc., a biopharmaceutical company developing cancer treatments based on a natural product, polyketides, from 2003 to 2008; and Cytokinetics, Inc., a biopharmaceutical company focused on the treatment of heart failure and cancer, from 2004 to 2008. From January 2003 to November 2003, Dr. Homcy served as senior R&D advisor at Millennium Pharmaceuticals, having joined them in 2002 as President, Research and Development. Prior to that, he served as Executive Vice President, Research and Development of COR Therapeutics, Inc., a biopharmaceutical company focused on the treatment of heart failure, from 1995 to 2002 and as a director of COR from January 1998 to 2002 until its acquisition by Millennium Pharmaceuticals in 2002. Since 1997, Dr. Homcy has been Clinical Professor of Medicine, University of California at San Francisco Medical School and an attending physician at the San Francisco VA Hospital. From 1994 until 1995, Dr. Homcy was President of the medical research division of American Cyanamid Company-Lederle Laboratories (now a division of Wyeth-Ayerst Laboratories). From 1990 until 1994, Dr. Homcy was Executive Director of the cardiovascular and central nervous system research section at Lederle Laboratories. From 1991 to 1995, Dr. Homcy also served as an attending physician at The Presbyterian Hospital, College of Physicians and Surgeons, at Columbia University in New York. From 1979 to 1990, he was an attending physician at Massachusetts General Hospital and an Associate Professor of Medicine at Harvard Medical School. Dr. Homcy received his B.A. and M.D. degrees from The Johns Hopkins University. The Board believes Dr. Homcy’s scientific and clinical expertise as well as leadership and operational management experience as President of Portola and other biopharmaceutical companies, qualifies Dr. Homcy to serve as a director.

Class I Directors (Term Expiring at the 2012 Annual Meeting)
Name  Age Principal Occupation/Position with the Company
Thomas Hofstaetter, Ph.D.61President and Chief Executive Officer, VaxInnate Corporation
Thomas B. Okarma, Ph.D., M.D.64President and Chief Executive Officer
Patrick J. Zenner63Former President and Chief Executive Officer, Roche North America

Thomas Hofstaetter,V. Bryan Lawlis, Ph.D., has served as a director of the Company since March 2010 and is2012. He currently President, Chief Executive Officer and a director of VaxInnate Corporation, a privately-held biotechnology company developing novel, proprietary vaccines for both pandemic and seasonal influenza. From September 2004 to October 2009, Dr. Hofstaetter was Senior Vice President, Corporate Development and Head of Global Business Development and a member of the Wyeth Management Committee at Wyeth, Inc., a global pharmaceutical company developing pharmaceuticals, biotechnology products, vaccines, non-prescription medicines and animal health products. At Wyeth, he closed more than 70 transactions, including acquisitions of biotechnology companies, in-licensing of products and broad technology collaborations. Wyeth merged with Pfizer, Inc. in January 2009. From December 1999 to August 2004, Dr. Hofstaetter was Senior Vice President of Corporate Development of Aventis, a global pharmaceutical company focused on treatments in cardiology, oncology, metabolic diseases and central nervous system disorders. While at Aventis, he was responsible for more than 100 transactions including research alliances, product in- and out-licensing, divestments and spin-outs. From 1991 to 1999, Dr. Hofstaetter served in various executive managerial positions around the world, including the United States, Japan, France and his


native Germany, with Hoescht Pharma, a global pharmaceutical company focused on therapies for cardiovascular, allergic, metabolic and central nervous system disorders, and infectious diseases, where he served as a member of the integration steering committee when Aventis was created from the merger between Hoescht and Rhone-Poulenc Rorer. In 1978, Dr. Hofstaetter joined Behringwerke AG in Germany as a research scientist and rose to become head of Research in 1988 and head of the Immunology/Oncology business unit in 1989. Dr. Hofstaetter holds a Master of Science degree in Biochemistry and a Ph.D. in Molecular Biology, magna cum laude, from the University of Tuebingen in Germany. From 2001 to 2004, he was a director of Merial Limited, a joint venture between Aventis and Merck & Co. focusing on pharmaceutical products and vaccines for livestock, pets and wildlife. From 2000 to 2004, he was a member of the board of trustees of the New Jersey Symphony Orchestra. The Board believes Dr. Hofstaetter’s expertise with numerous technology transactions developed through his roles as a senior executive responsible for corporate development and his significant operating and management knowledge of large, global pharmaceutical companies, qualifies Dr. Hofstaetter to serve as a director.
Thomas B. Okarma, Ph.D., M.D., has served as President, Chief Executive Officer of the Company and a member of the Board since July 1999. He is also a director of Geron Bio-Med Limited, a United Kingdom company and Geron’s wholly-owned subsidiary, and TA Therapeutics, Ltd., a Hong Kong company and Geron’s majority-owned subsidiary. From May 1998 until July 1999, Dr. Okarma was the Vice President of Research and Development of the Company. From December 1997 until May 1998, Dr. Okarma was Vice President of Cell Therapies. Dr. Okarma currently serves on the board of directors of BIO and was Chairman of the board of directors of Overseers of Dartmouth Medical School from 2001 to 2006. In 1985, Dr. Okarma founded Applied Immune Sciences, Inc., a biotechnology company using living cell infusions to achieve therapeutic effect in disease treatment, and served initially as Vice President of Research and Development of Applied Immune Sciences and then as Chairman, Chief Executive Officer and a director of Applied Immune Sciences until 1995 when it was acquired by Rhone-Poulenc Rorer, a global pharmaceutical company with core competencies in life sciences, applied chemistry, specialty chemicals and chemical intermediaries. Dr. Okarma was a Senior Vice President at Rhone-Poulenc Rorer from the time of the acquisition of Applied Immune Sciences until December 1996. From 1980 to 1992, Dr. Okarma was a member of the faculty of the Department of Medicine at Stanford University School of Medicine. Dr. Okarma holds a A.B. from Dartmouth College, a M.D. and Ph.D. from Stanford University and is a graduate of the Executive Education program of the Stanford Graduate School of Business. As the only management representative on the Board, Dr. Okarma brings an insider’s perspective in board discussions about the business and strategic direction of the Company. In addition, Dr. Okarma’s scientific and medical background provides substantial understanding of the Company’s technologies and programs. Because of these factors, the Board believes that Dr. Okarma should serve as a director.
Patrick J. Zenner has served as a director of the Company since July 2001. Mr. Zenner currently serves as Chairman of the board of directors for Arqule, Inc., a biotechnology company developing small molecule cancer therapeutics and Exact Sciences Corporation, a molecular diagnostics company focused on screening technology for the detection of colorectal cancer. Mr. Zenner currently also serves as a director for West Pharmaceutical Services, a manufacturer of components and systems for injectable drug delivery and plastic packaging and delivery system components for healthcare and consumer product markets; and XOMA Ltd., a biotechnology company developing therapeutic antibodies. He also is a director for several non-profit organizations, including Farleigh Dickinson University, Creighton University and The Myositis Association. From 2002 to 2008, he was a director for Sciele PharmaBioMarin Pharmaceuticals, Inc., a specialty pharmaceutical company focused on the treatment of cardiovascular, pediatric and women’s health conditions and disorders until its acquisition by Shionogi & Co., Ltd., a Japanese pharmaceutical company targeting treatments for infectious diseases, pain and metabolic syndrome. From 2002 to 2007, he was a director of Dendrite International, a provider of services and software that focused on managing and analyzing sales efforts for the pharmaceutical and other life sciences industries, until its acquisition in 2007 by Cegedim S.A., a French company developing exclusive databases and high value added software solutions. From 2002 to 2009, he was a director for CuraGen Corporation, a biopharmaceutical company developing anti-cancer treatments, until its acquisitionspecializing in 2009 by Celldex Therapeutics,rare genetic diseases, and several privately-held biotechnology companies. Dr. Lawlis is a biopharmaceutical company developing anti-cancer therapies using monoclonal antibodies, antibody-targeted vaccinesco-founder and immunomodulators. For partcurrently serves as the President and



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Chief Executive Officer of Exact Sciences andItero Biopharmaceuticals LLC, a privately-held, early stage biopharmaceutical company that was founded in 2006. Dr. Lawlis served as interim Chief Executive Officer for CuraGen from May 2005 through March 2006. From 1969 until January 2001, Mr. Zenner held a series of executive managerial positions with Hoffmann La-Roche, Inc., the prescription drug unit of the



Roche Group, a leading research-based health care enterprise. He retired as President and Chief Executive Officer of Roche North AmericaAradigm Corporation, a specialty drug company focused on drug delivery technologies, from August 2004, and served on its board of directors from February 2005, continuing in Januaryboth capacities until August 2006. Dr. Lawlis served as Aradigm Corporation’s President and Chief Operating Officer from June 2003 to August 2004 and its Chief Operating Officer from November 2001 after growingto June 2003. Previously, Dr. Lawlis co-founded Covance Biotechnology Services, a contract biopharmaceutical manufacturing operation, served as its President and Chief Executive Officer from 1996 to 1999, and served as Chairman from 1999 to 2001, when it was sold to Diosynth RTP, Inc., a division of Akzo Nobel, NV. From 1981 to 1996, Dr. Lawlis was employed at Genencor, Inc. and Genentech, Inc. His last position at Genentech was Vice President of Process Sciences. Dr. Lawlis holds a B.A. in microbiology from the North American operationsUniversity of Texas at Austin and a Ph.D. in biochemistry from Washington State University.

    The Board believes Dr. Lawlis’s extensive experience in manufacturing biotechnology and other pharmaceutical products, research and development of drug products and managing and conducting clinical trials and drug regulatory processes, qualifies Dr. Lawlis to over $3 billionserve as a director.

CORPORATE GOVERNANCE MATTERS

    We have an ongoing commitment to excellence in revenuecorporate governance and integrating acquisitionsbusiness practices. In furtherance of Syntexthis commitment, we regularly monitor developments in the area of corporate governance and review our processes, policies and procedures in light of such developments. We comply with the rules and regulations promulgated by the SEC and NASDAQ, and implement additional corporate governance practices that we believe are in the best interest of our Company and stockholders.

Corporate Governance Guidelines

    Our Board has adopted ”Corporate Governance Guidelines” that set forth key principles to guide the Board in their exercise of responsibilities and serve the interests of our Company and stockholders. These guidelines can be found on the Corporate Governance page under the Investor Relations section of our website at www.geron.com. In addition, these guidelines are available in print to any stockholder who requests a copy. Please direct all requests to our Corporate Secretary, Geron Corporation, and Boehringer Mannheim into the organization. While at Roche, Mr. Zenner also was230 Constitution Drive, Menlo Park, California 94025. In accordance with these guidelines, a member of the clinical and research oversight boards and the global pharmaceutical executive committee. Theour Board believes Mr. Zenner’s significant operating and management knowledge of a large, multinational pharmaceutical company as President of Roche North America, his extensive experience as a board member with numerous public biopharmaceutical companies and his substantial understanding of the Company and its operations he has gained during his 9 yearsmay serve as a director of another company only to the Company, qualifies Mr. Zenner to serveextent such position does not conflict or interfere with such person’s service as aour director. On March 25, 2010, Mr. Zenner notified

Board Independence

    In accordance with NASDAQ rules and Geron’s Corporate Governance Guidelines, our Board, based on the Companylegal opinion of his decision to retire as a member of the Board effective as of May 19, 2010, the date ofoutside legal counsel, Latham & Watkins, has determined that all nominees for election at the Annual Meeting.

Meeting and all continuing directors, other than Dr. Scarlett, are independent under NASDAQ rules.

    There are no family relationships among the executive officers or directors of the Company. There are no current legal proceedings andor claims either asserted or unasserted, which arise in the ordinary course of business to which the executive officers, directors or the Company are a party. There are no current, nor in the past ten years have there been any, legal proceedings involving any director or executive officer related to, among others,others: (i) federal bankruptcy, (ii) criminal proceedings, (iii) federal or state securities laws, (iv) any judgment, decree or order enjoining a director or officer from acting as an investment advisor, broker or dealer of securities or engaging in any type of business practice, (v) proceedings resulting from involvement in mail or wire fraud or fraud in connection with any business activity andor (vi) any disciplinary sanctions or orders imposed by stock, commodities or derivatives exchange or other self-regulatory organization.

Board Leadership Structure

    One class of the Board is elected annually, and each class of directors stands for election every three years. The Board is comprised of eight directors, one of whom is an executive officer, and seven of whom have been affirmatively determined by the Board to be independent, meeting the objective requirements set forth by the SEC and NASDAQ, and having no relationship, direct or indirect, to the Company other than as stockholders or through their service on the Board. The Board has authorized nine directors to serve; there is currently one vacancy.



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    The role of Chairman of the Board historically has been separate from the Chief Executive Officer of the Company. The Board has determined that its structure is appropriate to fulfill its duties effectively and efficiently, so that our business receives the undivided attention of the Chief Executive Officer.

    In February 2011, with the appointment of David Greenwood as interim Chief Executive Officer, the Board elected to change the Board leadership structure and created two new positions – an Executive Chairman and a Lead Independent Director. Dr. Huh was appointed Executive Chairman (serving as an employee), and Dr. Barkas, formerly the Chairman of the Board, was appointed Lead Independent Director. In September 2011, the Board appointed Dr. Scarlett as Chief Executive Officer, and resumed its previous leadership structure of maintaining solely a Chairman of the Board, Dr. Huh, who no longer serves as an employee.

    The Board has determined that its structure is appropriate to fulfill its duties effectively and efficiently, so that our Chief Executive Officer can focus on leading our Company, while the Chairman can focus on leading the Board in overseeing management. The Board regularly meets in executive session without the presence of non-independent directors or management.

Board’s Role in Risk Oversight

    Geron is subject to a variety of risks, which generally include any undesired event, circumstance or outcome that could affect Geron’s ability to achieve its objectives or adversely impact Geron’s business, operations or financial condition. Some risks can be readily perceived and even quantified, while others are unexpected or unforeseeable. Risks can be external, such as those arising from the macroeconomic or industry environment, government policies or regulations, competitors’ activities or natural disasters. Alternatively, risks can arise as a result of our business or financial activities.

    The Board and Geron’s management team work together to manage the Company’s risks. It is management’s responsibility to manage risk and bring to the Board’s attention the material risks to the Company. The Board has an active role in overseeing management of the Company’s risks. The Board regularly reviews information regarding the Company’s credit, liquidity and operations, as well as the risks associated with each. In addition, our Corporate Governance Guidelines specify each of our Board committees oversees the risks within its areas of responsibilities. While each committee is responsible for evaluating certain risks and overseeing the management of such risks within its respective oversight area, the entire Board is regularly informed through committee reports about such risks.

    The Compensation Committee of the Board is responsible for overseeing the management of risks relating to the Company’s employment policies and executive compensation plans and arrangements. In connection with the structuring of the compensation elements for executive officers, the Compensation Committee, together with the Board, considers whether such programs, individually or in the aggregate, encourage executive officers to take unnecessary risks.

    The Audit Committee of the Board oversees management of financial risks. In addition to fulfilling its responsibilities for the oversight of the Company’s financial reporting processes and annual audit of the Company’s financial statements, the Audit Committee also reviews with the independent auditors and management the adequacy and effectiveness of the Company’s policies and procedures to assess, monitor and manage business risk and the Company’s ethical compliance program. The Audit Committee takes the appropriate actions to set the overall corporate “tone” for quality financial reporting, sound business risk practices and ethical behavior.

    The Nominating and Corporate Governance Committee of the Board manages the Company’s corporate governance practices, including certain risks that those practices are intended to address. In addition, the Nominating and Corporate Governance Committee reviews risks associated with the independence of the Board, potential conflicts of interest and risks relating to management and Board succession planning.



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Compensation Risk Assessment

    The Compensation Committee annually evaluates the Company’s compensation elements of base salary, annual incentive awards, long-term incentive awards, severance and change in control benefits, other benefits and the Company’s compensation philosophy generally as it relates to all employees. The Compensation Committee reviews the following elements of the Company’s compensation practices that balance the Company’s compensation programs to mitigate the risks associated with the Company’s compensation practices:

  • Performance assessment based upon a mix of individual and corporate achievement.
  • Annual incentive awards determined along a range of performance with no minimum payments.
  • Utilization of a combination of cash and equity awards to encourage short-term and long-term incentives.
  • Absence of employment agreements or contracts that contain multi-year guarantees of salary increases,non-performance-based bonuses or equity compensation.
  • Emphasis on pay equity amongst its employees in comparison to internal and external benchmarks.
  • No preferential perquisites for any employee sub-set, including executive officers.

    The Compensation Committee has reviewed the Company’s compensation policies and practices as it relates to all employees and has determined that such policies and practices do not present any risks that are reasonably likely to have a material adverse effect on the Company.

Board Committees and Meetings

    During the fiscal year ended December 31, 2009,2011, the Board held seven15 meetings and acted by unanimous written consent on sixtwo occasions. The Board has an Audit Committee, a Compensation Committee, a Stock Option Committee and a Nominating and Corporate Governance Committee. During the fiscal year ended December 31, 2009,2011, each of the incumbent directors attended at least 90%95% of the meetings of the Board and the committees on which the director served. Currently the Company does not maintain a formal policy regarding director attendance at the Annual Meeting of Stockholders. However, it is expected that, absent compelling circumstances, directors will be in attendance. Last year all seven directors incumbent at that time were in attendance.

Audit Committee.Committee

The Audit Committee acts pursuant to a written charter adopted by the Board.    The Audit Committee, which is comprised of Ms. Eastham and Messrs. Fritzky and Kiley, met sixeight times in 2009 and acted by written consent on one occasion.2011. All of the members of the Audit Committee are “independent,” as that term is defined by NasdaqNASDAQ Rule 5605(a)(2). The Board has determined that all of the members of the Audit Committee are financially literate and that at least one member of the Audit Committee, Ms. Eastham, has accounting and financial management expertise that qualifies her as an “Audit Committee Financial Expert,” as such term is defined in Item 407(d)(5) of Regulation S-K promulgated by the SEC. The Audit Committee’s responsibilities include: (i) recommending the selection of the Company’s independent registered public accounting firm to the Board and pre-approval of any fees paid to such firm, (ii) consulting with the independent auditors with regard to the plan and scope of the audit, (iii) reviewing, in consultation with the independent auditors, their report of the audit or proposed report of the audit, and the accompanying management letter, if any, and (iv) consulting with the independent auditors and management with regard to the adequacy of the Company’s internal controls. The Audit Committee operates under a written charter that satisfies the applicable standards of the SEC and the Nasdaq Global Market.NASDAQ. A copy of the Audit Committee Charter is available on the Internet at http://www.geron.com. See more information about the Audit Committee in the Audit Committee report on page 23 herein.54.

Compensation Committee.Committee

    The Compensation Committee, which was comprised of Dr. Barkas and Mr. Zenner, met three times in 2009 and acted by written consent on eight occasions. Currently, the Compensation Committee is comprised of Drs. Hofstaetter, Lawlis (who joined in March 2012) and Spiegel, met seven times in 2011 and acted by unanimous written consent on seven occasions. Prior to his death in November 2011, Dr. Barkas and Hofstaetter and Mr. Zenner. On March 25, 2010, Mr. Zenner notified the Company of his decision to retire as a member of the Board effective as of May 19, 2010, the date of the Annual Meeting. Mr. Zenner will cease being a member ofserved on the Compensation Committee effective May 19, 2010. All current and pastin 2011. Each of the members of the Compensation Committee are “independent,” as that term is defined by NasdaqNASDAQ Rule 5605(a)(2). The Compensation Committee makes recommendations concerning salaries and incentive compensation, administers the incentive compensation and benefit plans of the Company, and performs such other functions regarding



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compensation as the Board may delegate. In addition, the Compensation Committee has



exclusive authority to administer the 2002 Equity2011 Incentive Plan with respect to executive officers and directors.Award Plan. The Compensation Committee operates under a written charter that satisfies the applicable standards of the SEC and the Nasdaq Global Market.NASDAQ. A copy of the Compensation Committee charter is available on the Internet at http://www.geron.com. SeeThe Compensation Committee utilized Radford as compensation consultants in evaluating certain executive compensation in 2011. For more information about the Compensation Committee and the role of our Chief Executive Officer in the determination of executive compensation see “Compensation Discussion and Analysis—Role of the Compensation Committee” on page 29.

Compensation Committee Interlocks and Insider Participation

    Drs. Barkas, Hofstaetter and Spiegel served on the Compensation Committee report on page 37 herein.

     Thefor the fiscal year ended December 31, 2011(except that Dr. Barkas passed away in November 2011). With the exception of Dr. Barkas’s term as acting President and Chief Executive Officer of the Company from March 1992 until May 1993, not one of Drs. Barkas, Hofstaetter or Spiegel is a former or current officer or employee of the Company or any of its subsidiaries. In March 2012, in connection with his appointment to the Board, Dr. Lawlis was appointed to the Compensation CommitteeCommittee. None of the executive officers serves as a member of a compensation committee of any entity that has reviewedone or more executive officers serving as a member of the Company’s compensation policies and practices and has determined that no policiesBoard or practices will have a reasonably likely material adverse effect on the Company. In determining this, the Compensation Committee evaluated the Company’s compensation elements of base salary, annual incentive awards, long-term incentive awards, severance and change in control benefits and other benefits. Based upon this review, the Compensation Committee noted the following policies that balance the compensation elements and mitigate the risk associated with the Company’s compensation practices.
Committee.

Stock Option Committee.Committee

    The Stock Option Committee was formed in December 1996 in order to provide timely option grants to employees and consultants (other than executive officers and directors of the Company) and currently consists of one member,two members, John Scarlett, Geron’s President and Chief Executive Officer, and Graham Cooper, Geron’s Executive Vice President, Finance and Business Development, and Chief Financial Officer. In 2011, the sole members of the Stock Option Committee were Thomas Okarma, David Greenwood and Dr. Okarma. TheScarlett (beginning in September 2011). Concurrently with the Compensation Committee, the Stock Option Committee has limited authority to administer the Company’s 2002 Equity2011 Incentive Plan concurrently with the Compensation Committee.Award Plan. The Stock Option Committee currently has the authority to grant optionsequity awards for up to 50,000100,000 shares of Common Stock only to employees (other than executive officers and directors of the Company) and consultants in accordance with procedures approved by the Board. The Stock Option Committee acted by written consent on 1112 occasions during fiscal 2009.2011.

Nominating Committee.and Corporate Governance Committee

    The Nominating and Corporate Governance Committee makeswas renamed in May 2011 in order to expand its responsibilities to include overseeing all aspects of our corporate governance functions on behalf of the Board; developing, reviewing and recommending to the Board corporate governance guidelines and principles applicable to the Company; and making recommendations to the Board for candidates to be nominated for election or re-election as a director by the stockholders or by the Board. The current members of the Nominating and Corporate Governance Committee are Dr. BarkasMr. Fritzky and Mr. Fritzky.Ms. Eastham. Both members of the Nominating and Corporate Governance Committee are “independent” as that term is defined by Nasdaqin NASDAQ Rule 5605(a)(2). Prior to his death in November 2011, Dr. Barkas served on the Nominating and Corporate Governance Committee in 2011. The Nominating and Corporate Governance Committee did not meetmet on four occasions during fiscal 2009.2011. The Nominating and Corporate Governance Committee will consider nominees for directorsdirector nominated by stockholders upon submission in writing to theour Corporate Secretary of the Company of the names of such nominees in accordance with the Company’sour Bylaws. The Nominating and Corporate Governance Committee will investigate, evaluate and interview, as appropriate, a director candidate with regard to his or her individual characteristics as well as how those characteristics fit with the needs of the Board as a whole. The Nominating and Corporate Governance Committee operates under a written charter that satisfies the applicable standards of the SEC and the Nasdaq Global Market.NASDAQ. A copy of the Nominating and Corporate Governance Committee charter is available on the Internet at http://www.geron.com. Specific qualifications and the process for identification and recommendation of director candidates are provided in more detail on page 46 herein.58.


Compensation

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Contents

FeesCode of Conduct

    In 2003, we adopted a Code of Conduct, which is available in its entirety on the Corporate Governance page in the Investor Relations section of our website at http://www.geron.com and to any stockholder otherwise requesting a copy. All our employees, officers, and directors, including the Chief Executive Officer and Chief Financial Officer, are required to adhere to the Code of Conduct in discharging their work-related responsibilities. Employees are required to report any conduct that they believe in good faith to be an actual or apparent violation of the Code of Conduct. Amendments to the Code of Conduct, and any waivers from the Code of Conduct granted to directors or executive officers, will also be made available through our website as they are adopted.

    Non-employeeIn keeping with the Sarbanes-Oxley Act of 2002, the Audit Committee has established procedures for the receipt and handling of complaints received by the Company regarding accounting, internal accounting controls or auditing matters. Contact information for the Chairperson of the Audit Committee has been distributed to all employees to allow for the confidential, anonymous submission by its employees of concerns regarding accounting or auditing matters.

Communications with the Board

    Stockholders wishing to communicate with the Board, or with a specific Board member, may do so by writing to the Board, or to the particular Board member, and delivering the communication in person or mailing it to: Board of Directors, c/o Stephen Rosenfield, Corporate Secretary, Geron Corporation, 230 Constitution Drive, Menlo Park, CA 94025. All mail addressed in this manner will be delivered to the Chair or Chairs of the Committees with responsibilities touching most closely on the matters addressed in the communication. From time to time, the Board may change the process by means of which stockholders may communicate with the Board or its members. Please refer to our website for any changes to this process.

COMPENSATION OF DIRECTORS

Cash Compensation

    During 2011, annual cash compensation for non-employee directors was adjusted to reflect the change in board leadership structure. In February 2011, with the appointment of an interim Chief Executive Officer, the Board elected to change the Board leadership structure and created two new positions – an Executive Chairman and a Lead Independent Director. Dr. Huh was appointed Executive Chairman and Dr. Barkas, formerly the Chairman of the Board, was appointed Lead Independent Director. In September 2011, the Board appointed a new Chief Executive Officer for the Company which led the Board to resume its previous leadership structure of maintaining solely a Chairman of the Board, who is currently Dr. Huh. The following table describes the annual cash compensation applicable to each role performed by non-employee directors for the specified time periods in 2011:

May 2010 – Mar 2011Apr 2011 – Sept 2011Sept 2011 – Dec 2011
Role      Annual Retainer     Annual Retainer     Annual Retainer
Board member$20,000$20,000$20,000
Chairman of the Board+ $10,000n/a + $40,000
Lead Independent Directorn/a+ $20,000n/a
Executive Chairman(1) n/a$250,000(1)n/a
Audit Committee Chair+ $10,000+ $15,000+ $15,000
Compensation Committee Chair+ $5,000+ $7,500+ $7,500
Nominating and Corporate Governance 
       Committee Chair+ $5,000+ $7,500+ $7,500
____________________

(1)For the portion of 2011 that Dr. Huh served as Executive Chairman, he served as an employee of the Company. As Executive Chairman, he was not eligible for annual non-employee director compensation, but was eligible to receive an annual retainer of $250,000 and a discretionary bonus of up to 60% of his annual cash compensation as Executive Chairman, as determined by the Board or the Compensation Committee and predicated on his individual and overall corporate performance during the year based on criteria established by the Board or Compensation Committee.


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    Annual non-employee director compensation is payable on the date of the annual meeting of stockholders with respect to the preceding 12-month period (or a pro rata portion of such amount if such director served for less than a full year), in cash or, at each director’s election, in fully vested shares of Common Stock granted under the 2006 Directors’ Stock Option Plan (the “2006 Directors Plan”) based on the closing price of our Common Stock on the NASDAQ Global Select Market on the annual meeting date.

    In addition to the above annual cash compensation, non-employee directors also were eligible to receive the following cash compensation:following:

     (i)     Twenty Thousand Dollars ($20,000) per year, plus an additional Ten Thousand Dollars ($10,000) for service as Chairman of the Board or Chairperson of the Audit Committee and an additional Five Thousand Dollars ($5,000) for service as Chair of the Compensation Committee or the Nominating Committee of the Board; plus
(ii)One Thousand Five Hundred Dollars ($1,500) for each regular or special Board meeting attended by such director in person, and Seven Hundred Fifty Dollars ($750) for each regular or special Board meeting attended by such director by telephone or videoconference; plus


 
(iii)(ii)For members of the Audit Committee, Nominating and Corporate Governance Committee and the Compensation Committee of the Board, Seven Hundred Fifty Dollars ($750) for each meeting of any such committee attended by such director in person, and Two Hundred Fifty Dollars ($250) for each meeting of any such committee attended by such director by telephone or videoconference; plus
 
(iv)(iii)Reimbursement for out-of-pocket expenses incurred in connection with attendance at meetings of the Board.

    Additionally, directors are eligible to receive equity grants, as more fully described below. The annual directorper-meeting compensation under (i) and (ii) above shallis payable in cash within ten business days after each meeting.

    In March 2012, the Board engaged compensation consultants from Radford to conduct a comprehensive analysis of non-employee director compensation in comparison to industry practices. As a result of this analysis, and Radford’s recommendation, the Board adjusted its annual cash compensation to the following:

     Effective April 2012     Effective April 2012
Role Base RetainerAdditional Retainer
Board member$42,500              
Chairman of the Board$30,000 
Audit Committee Chair $25,000
Compensation Committee Chair$15,000
Nominating and Corporate Governance Committee Chair$10,000
Audit Committee member   $12,500
Compensation Committee member$7,500
Nominating and Corporate Governance Committee member$5,000

    The annual cash compensation is paid quarterly in arrears and may be payable on the date of the annual meeting of stockholders with respect to the preceding twelve-month period (or a pro rata portion of such amount if such director served for less than a full year), in cash, or, at each director’s election, in fully vested shares of Common Stock granted under the 2006 Directors’ Stock Option Plan (the 2006 Directors Plan). The per-meeting compensation under (ii) and (iii) above shall be payable in cash within ten business days after each meeting. In addition to cash compensation, non-employee directors also receive automatic equity grants pursuant to the 2006 Directors Plan as described below.based on the closing price of our Common Stock on the NASDAQ Global Select Market.



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Director Compensation Table

    The following table provides compensation information for the year ended December 31, 20092011 for each non-employee member of the Board.

Change in Pension
FeesNon-EquityValue and Non-
EarnedIncentivequalified DeferredAll
or Paid inStockOptionPlanCompensationOther
CashAwardsAwardsCompensationEarningsCompensationTotal
Director      ($)     ($)(1)     ($)(1)     ($)     ($)     ($)(2)     ($)
Barkas, Alexander$50,250(3)$211,900$321,012$—$—    $—    $583,162
Eastham, Karin$11,750$48,900$166,657$—$—$1,979$229,286
Fritzky, Edward$30,000(3)$171,150$62,419$—$—$5,521$269,090
Hofstaetter, Thomas(4)$—$—$—$—$—$—$—
Homcy, Charles$29,000(3)$163,000$35,668$—$—$—$227,668
Kiley, Thomas$29,750(3)$167,075$57,961$—$—$—$254,786
Walker, John (5)$20,000 $—$—$—$—$—$20,000
Zenner, Patrick (6)$29,750$167,075$50,025$—$—$6,087$252,937

     Fees                    
Earned
or Paid inStockOption
CashBonusAwardsAwardsTotal
Director ($)($)($)(1)($)(1)($)
Barkas, Alexander(3)$59,250$—$187,040$176,339$422,629
Eastham, Karin$47,250$—$44,190$87,516$178,956
Fritzky, Edward$35,500(2)$—$83,470$37,128$156,098
Hofstaetter, Thomas$35,000(2)$—$29,460$71,604$136,064
Homcy, Charles(4)$29,000$—$24,550$26,520$80,070
Huh, Hoyoung(5)$181,090$71,800$321,188$386,061$960,139
Kiley, Thomas$36,000(2)$—$78,560$31,824$146,384
Spiegel, Robert$35,500(2)$—$24,550$66,300$126,350
____________________
 
(1)     Amounts represent the aggregate grant date fair value of stock awards and option awards granted during the fiscal year ended December 31, 2009. These stock awards and option awards are not subject to performance conditions.2011. For additional information, refer to Note 810 of the consolidated financial statements in the Company’sour Annual Report on Form 10-K for the year ended December 31, 20092011 regarding assumptions underlying the valuation of equity awards and the calculation method.
Amounts shown under the “Stock Awards” column excludes the grant date fair value for 10,000 performance-based restricted stock awards granted in 2011 to Dr. Barkas, 20,000 shares for Dr. Huh and 5,000 shares for each of the other board members, except Dr. Homcy, that vest upon attainment of certain performance-based conditions based upon the outcome probability of the performance conditions, which is consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under FASB ASC Topic 718. The grant date fair value of the restricted stock awards with performance-related conditions determined in accordance with FASB ASC Topic 718 based upon achieving the maximum level of performance under the respective performance conditions is $46,500 for Dr. Barkas, $93,000 for Dr. Huh and $23,250 for each of the other board members, except Dr. Homcy. Refer to the supplemental table on page 14 herein23 for information as to each non-employee director’s unvested stock award holdings and vested and unvested stock option holdings and page 13 herein for the number of stock awards and option awards granted during 2009.at December 31, 2011.
 
(2)Amounts represent reimbursement of out-of-pocket expenses in connection with attendance of Board or Committee meetings.
(3)Annualinclude annual director compensation paid in stock in lieu of cash. See table below for stock grant information.
 
(3)Dr. Barkas passed away in November 2011.
(4)Dr. Hofstaetter joinedHomcy retired from the Board in March 2010.May 2011.
 
(5)Mr. Walker resigned fromFor the Board in January 2009.
(6)On March 25, 2010, Mr. Zenner notifiedportion of 2011 that Dr. Huh served as Executive Chairman, he served as an employee of the Company ofCompany. Amounts include Dr. Huh’s compensation for his decision to retireservices as Executive Chairman as well as his services as a member of the Board effective as of May 19, 2010, the date of the Annual Meeting.non-employee director.

2006 Directors’ Stock Option PlanEquity Compensation

     The 2006 Directors Plan was adopted by the Company’s stockholders in May 2006 and replaced the 1996 Directors’ Stock Option Plan that expired in July 2006. No further option grants can be made under the 1996 Directors’ Stock Option Plan. A total

Terms of 2,500,000 sharesAwards

    As of the Company’s Common Stock are reserved for issuance pursuant to the 2006 Directors Plan. As amended,December 31, 2011, the 2006 Directors Plan provides for the automatic grant



of non-qualified stock options and restricted stock awards, as described below, as well as the discretionary grant of options, restricted stock and restricted stock units to non-employee directors of the Company. The 2006 Directors Plan is designed to work automatically and not to require administration; however, to the extent administration is necessary, it will be provided by the Board.
     The purpose of the 2006 Directors Plan is to provide an incentive for non-employee directors to continue to serve the Company as directors and to assist the Company in recruiting highly qualified individuals when vacancies occur on the Board. Currently, seven non-employee directors of the Company are eligible to receive stock and option grants under the 2006 Directors Plan.
Terms of Awards
     The 2006 Directors Plan provides for the automatic grant of the following types of equity awards.awards:

First Option. Each person who becomes a non-employee director, whether by election of the stockholders of the Company or by appointment by the Board to fill a vacancy, will automatically be granted an option to purchase 45,00060,000 shares of Common Stock on the date on such person first becomes a non-employee director (the “First Option”). The First Option).Option shall vest annually over three years upon each anniversary date of appointment to the Board.



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Subsequent Awards. Each non-employee director (other than the Chairman of the Board and any director receiving a First Option on the date of the annual meeting) will automatically be granted a subsequent option on the date of the Annual Meeting of Stockholders in each year during such director’s service on the Board (a Subsequent Option)“Subsequent Option”) to purchase 10,000 shares of Common Stock and a restricted stock award (a Subsequent“Subsequent Stock Award)Award”) of 5,000 shares of Common Stock. In the case of the Chairman of the Board, the Subsequent Option will be for 20,000 shares of Common Stock and the Subsequent Stock Award shall be for 10,000 shares of Common Stock.

Committee Chair Service Awards. On the date of each Annual Meeting of Stockholders, the Chairman of the Audit Committee receiveswill automatically be granted an option to purchase 5,0008,000 shares of Common Stock (a Committee“Committee Chair Service Option)Option”), and a restricted stock award (a Committee“Committee Chair Service Stock Award)Award”) of 2,5004,000 shares of Common Stock. The Committee Chair Service Option for the Compensation Committee Chairman and the Nominating and Corporate Governance Committee Chairman shall be for 2,5004,000 shares of Common Stock and the Committee Chair Service Stock Award shall be for 1,2502,000 shares of Common Stock.

Committee Service Awards. UponOn the date of each Annual Meeting of Stockholders, each non-employee director’s appointment todirector serving on the Audit Committee, Compensation Committee, or Nominating and Corporate Governance Committee, other than the respective Chairmen of the Board, the directorthose Committees, will receiveautomatically be granted an option to purchase 2,5002,000 shares of Common Stock (a First Committee“Committee Service Option). Thereafter, an option to purchase 1,250 shares of Common Stock (a Subsequent Committee Service Option)Option”) and a restricted stock award of 6251,000 shares of Common Stock (a Subsequent Committee“Committee Service Stock Award) shall be granted to each non-employee director on the date of each Annual Meeting during the director’s service on such committee, other than the Chairman of such committee.Award”). There is currently no stock option grant or restricted stock award contemplated for participation on other committees.

    The 2006 Directors Plan provides that each First Option vests annually over three years upon each anniversary date of appointment to the Board. Each Subsequent Option, Committee Chair Service Option First Committee Service Option and Subsequent Committee Service Option is fully vested on the date of grant. Each Subsequent Stock Award, Committee Chair Service Stock Award and Subsequent Committee Service Stock Award vests annually in four equal installments over four years commencing on the date of grant and no payment shall be required from the non-employee director in order to receive the award. Options under the 2006 Directors Plan remain exercisable for up to 90 days following the optionee’s termination of service as a Company director, unless such termination is a result of death or permanent and total disability, in which case the options (both those already exercisable and those that would have become exercisable had the director remained on the Board for an additional 36 months) remain exercisable for up to a 24-month period or unless there is a death of an optionee within three months following his or her termination of service, in which case the options will remain exercisable for an additional six month period from the date of death. Upon termination of service as a Company director, any unvested restricted stock awards shall return to the 2006 Directors Plan, unless such termination is a result of death or permanent and total disability, in which case any unvested restricted stock awards shall immediately vest.



Exercise Price and Term of Options. The exercise price of all stock options granted under the 2006 Directors Plan is equal to the fair market value of a share of the Company’sour Common Stock on the date of grant of the option. The Board determines the fair market value; provided, however, that where there is a public market for the Common Stock, the fair market value per share shall be determined based on the public market. Currently, the Common Stock is traded on the NasdaqNASDAQ Global Market and the fair market value per share is equal to the closing price of the Company’s Common Stock on the Nasdaq GlobalSelect Market on the date of grant of the option. Options granted under the 2006 Directors Plan have a term of ten years.

Restricted Stock and Restricted Stock Units. In addition to the automatic grant of restricted stock awards described above, the 2006 Directors Plan, as amended, also permits the discretionary grant of restricted stock and restricted stock units. A restricted stock award is

    In connection with the grantreview of sharesnon-employee director compensation conducted in March 2012, and based on the recommendation of common stock atRadford, the compensation consultant to the Compensation Committee, the Board amended the 2006 Directors Plan to replace the First Option, the Subsequent Option, the Subsequent Stock Award, the Committee Chair Service Option, the Committee Chair Service Stock Award, the Committee Service Option and the Committee Service Stock Award with the following option grants to non-employee directors. All other provisions of the 2006 Directors Plan remain unchanged.

First Director Option. Each person who becomes a price determinednon-employee director, whether by election of the stockholders of the Company or by appointment by the Board (which may also not require the payment of anyto fill a vacancy, will automatically be granted an option to purchase price), that is nontransferable and may be subject to substantial risk of forfeiture until specific conditions are met. During the period of restriction, participants holding70,000 shares of restricted stock may have full voting and dividend rights with respectCommon Stock on the date such person first becomes a non-employee director (the “First Director Option”). The First Director Option shall vest annually over three years upon each anniversary date of appointment to such shares. The restrictions will lapse in accordance withthe Board.

Subsequent Director Option. Each non-employee director (other than any director receiving a schedule or other conditions determined byFirst Option on the Compensation Committee.

     A restricted stock unit award provides for the issuance of common stock at a future date upon the satisfaction of specific conditions set forth in the applicable award agreement. The vesting and maturity dates will be established at the time of grant, and may provide for the deferral of receipt of the common stock beyondannual meeting) will automatically be granted a subsequent option on the vesting date. On the maturity date the Company will transfer to the participant one unrestricted, fully transferable share of common stock for each restricted stock unit scheduled to be paid out on such date and not previously forfeited (although the award may also be settled in the form of cash at the discretion of the Board).
Annual Meeting of Stockholders in each year during such director’s service on the Board (a “Subsequent Director Option”) to purchase 35,000 shares of Common Stock. The Subsequent Director Option shall vest annually over one year.

Effect of Certain Corporate Events

    In the event of the dissolution or liquidation of the Company, a sale of all or substantially all of the assets of the Company, the merger or consolidation of the Company with or into another corporation in which the Company is not the surviving corporation or any other capital reorganization in which more than 50% of the shares of the Company entitled to vote are exchanged, each non-employee director shall have a reasonable time within which



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to exercise the option, including any part of the option that would not otherwise be exercisable, prior to the effectiveness of such dissolution, liquidation, sale, merger or reorganization, at the end of which time the option shall terminate, or shall receive a substitute option with comparable terms, as to an equivalent number of shares of stock of the corporation succeeding the Company or acquiring its business by reason of such dissolution, liquidation, sale, merger, consolidation or reorganization. In such an event, any unvested restricted stock awards shall immediately vest unless an award with comparable terms, as to an equivalent number of shares of stock of the corporation succeeding the Company or acquiring its business by reason of such dissolution, liquidation, sale, merger, consolidation or reorganization is substituted. In addition, except as otherwise provided in an award agreement, unvested shares subject to awards of restricted stock and restricted stock units will become fully vested immediately prior to the date of such dissolution, liquidation, sale, merger, consolidation or reorganization.

Duration and Termination
     The Board may at any time amend or terminate the 2006 Directors Plan, except that such termination cannot affect awards previously granted without the agreement of any optionee so affected. If not terminated earlier, the 2006 Directors Plan will expire in 2016.


2006 Directors Plan Benefits

2011 Grants

    The following table sets forth the following information with respect to non-employee directors (seven(eight persons) for the fiscal year ended December 31, 2009:2011: (i) stock options granted under the 2006 Directors Plan; (ii) stock awards granted under the 2006 Directors Plan; and (iii) the grant date fair value of stock options and stock awards granted. As discussed below,above, the executive officers and employees of the Company are not eligible for grants under the 2006 Directors Plan. In May 2009,2011, additional stock options were granted to certain directors in recognition of options that expired unexercised during the year. Also in May 2009, additionaland restricted stock awards were granted to certain directors resulting from the leadership structure changes and in recognition of their long-term serviceoptions that had expired unexercised during the year and stock awards with vesting based on achievement of certain performance milestones were granted to directors from the 2011 Incentive Award Plan. Also in May 2011, the vesting of certain outstanding restricted stock awards and the exercise periods of certain outstanding stock options held by Dr. Homcy were modified in connection with his retirement from the Board.

    In May 2011, each director, except for Drs. Barkas, Homcy and Huh, received performance-based restricted stock awards (“PSAs”) covering 5,000 shares in the aggregate that vest during a three-year performance period based on our achievement of each of the following objectives:

  • An award of 2,500 PSAs with vesting based on achievement of a clinical development milestone relatedto Phase 2 clinical trial data for the GRN1005 program; and
  • An award of 2,500 PSAs with vesting based on achievement of a clinical development milestone relatedto Phase 3 clinical trials for the GRN1005 program.

For Dr. Barkas, the performance-based restricted stock awards were 5,000 shares for each of the milestones noted above and for Dr. Huh, the awards were 10,000 shares for each of the milestones noted above.

          Option     Stock     
AwardsAwardsGrant Date Fair Value of Option
GrantedGrantedand Stock Awards Granted
GrantDuring 2011During 2011During 2011
Director Date(#)(#)($)(1)
Barkas, Alexander3/9/11(2)37,500—            $102,083            
3/9/11(3)—18,750$93,750
5/11/11(4)28,000—$74,256
5/11/11(5)—14,000$68,740
5/11/11(6)—5,000$24,550
5/20/11(7)—5,000$23,250
5/20/11(8)—5,000$23,250
 
Eastham, Karin5/11/11(4)18,000—$47,736
5/11/11(9)15,000—$39,780
5/11/11(5)—9,000$44,190
5/20/11(7)—2,500$11,625
5/20/11(8)—2,500$11,625


Option
AwardsStock AwardsGrant Date Fair Value of Option
GrantedGrantedand Stock Awards Granted
GrantDuring 2009During 2009During 2009
Director      Date     (#)     (#)     ($)(1)
Barkas, Alexander5/29/09(2)25,000—              $89,170              
5/29/09(7)25,000—$89,170
5/29/09(6)40,000—$142,672
5/29/09(4)—12,500$81,500
5/29/09(5)—6,135$40,000
5/29/09(10)—20,000$130,400
 
Eastham, Karin3/30/09(3)45,000—$107,199
3/30/09(2)2,500—$5,956
5/29/09(2)15,000—$53,502
5/29/09(4)—7,500$48,900
 
Fritzky, Edward5/29/09(2)12,500—$44,585
5/29/09(8)5,000—$17,834
5/29/09(4)—6,250$40,750
5/29/09(5)—3,067$20,000
5/29/09(10)—20,000$130,400
 
Hofstaetter, Thomas(11)——— $— 
 
Homcy, Charles5/29/09(2)10,000—$35,668
5/29/09(4)—5,000$32,600
5/29/09(5)—3,067$20,000
5/29/09(10)—20,000$130,400
 
Kiley, Thomas5/29/09(2)11,250—$40,127
5/29/09(9)5,000—$17,834
5/29/09(4)—5,625$36,675
5/29/09(5)—3,067$20,000
 5/29/09(10)—20,000$130,400
 
Zenner, Patrick(12)2/11/09(2)2,500—$9,898
5/29/09(2)11,250—$40,127 
5/29/09(4)—5,625$36,675
5/29/09(10)—20,000$130,400

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          Option     Stock     
AwardsAwardsGrant Date Fair Value of Option
GrantedGrantedand Stock Awards Granted
GrantDuring 2011During 2011During 2011
Director Date(#)(#)($)(1)
Fritzky, Edward5/11/11(4)14,000—             $37,128             
5/11/11(5)—7,000$34,370
5/11/11(10)—7,500$36,825
5/11/11(11)—2,500$12,275
5/11/11(12)—4,073$20,000
5/20/11(7)—2,500$11,625
5/20/11(8)—2,500$11,625
 
Hofstaetter, Thomas5/11/11(4)12,000—$31,824
5/11/11(13)15,000—$39,780
5/11/11(5)—6,000$29,460
5/11/11(12)—4,073$20,000
5/20/11(7)—2,500$11,625
5/20/11(8)—2,500$11,625
 
Homcy, Charles5/11/11(4)10,000—$26,520
5/11/11(5)—5,000$24,550
 
Huh, Hoyoung3/9/11(2)75,000—$204,165
3/9/11(3)—37,500$187,500
5/20/11(14)57,500—$144,262
5/20/11(15)15,000—$37,634
5/20/11(16)—28,750$133,688
5/20/11(7)—10,000$46,500
5/20/11(8)—10,000$46,500
 
Kiley, Thomas5/11/11(4)12,000—$31,824
5/11/11(5)—6,000$29,460
5/11/11(10)—7,500$36,825
5/11/11(17)—2,500$12,275
5/11/11(12)—4,073$20,000
5/20/11(7)—2,500$11,625
5/20/11(8)—2,500$11,625
 
Spiegel, Robert5/11/11(4)10,000—$26,520
5/11/11(15)15,000—$39,780
5/11/11(5)—5,000$24,550
5/11/11(12)—2,037$10,000
5/20/11(7)—2,500$11,625
5/20/11(8)—2,500$11,625
____________________
 
(1)     Amounts represent the grant date fair value of stock options and stock awards calculated using the Black Scholes option-pricing model.in accordance with FASB ASC Topic 718. For additional information, refer to Note 810 of the consolidated financial statements in the Company’sour Annual Report on Form 10-K for the year ended December 31, 20092011 regarding assumptions underlying the valuation of equity awards and the calculation method.
 
(2)Stock options were fully vested upon grant.
(3)Stock option vests in threea series of 48 equal consecutive annualmonthly installments from the date of grant,commencing on February 8, 2011, provided the director continues to provide services to the Company.


(4)
(3)Restricted stock awards vestaward vests in a series of four equal consecutive annual installments fromcommencing on February 8, 2011, provided the director continues to provide services to the Company.


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(4)Stock option was fully vested upon grant.
(5)Restricted stock award vests in a series of four equal consecutive annual installments commencing on the date of grant, provided the director continues to provide services to the Company.
 
(5)Stock awards represent payment of annual director compensation in lieu of cash as of May 29, 2009 at $6.52 per share. Awards were fully vested upon grant.
(6)Stock options are exercisableRestricted stock award vests in a series of 24two equal consecutive monthlyannual installments commencing on December 18, 2009,March 20, 2011, provided the director continues to provide services to the Company.
 
(7)Stock options are exercisable inRestricted stock award vests upon achievement of a series of 24 equal consecutive monthly installments commencing on May 29, 2009, providedclinical development milestone related to Phase 2 clinical trial data for the director continues to provide services to the Company.GRN1005 program during a 19-month performance period.
 
(8)Stock options are exercisable inRestricted stock award vests upon achievement of a series of 24 equal consecutive monthly installments commencing on July 10, 2009, providedclinical development milestone related to Phase 3 clinical trials for the director continues to provide services to the Company.GRN1005 program during a 37-month performance period.
 
(9)Stock options are exercisableoption vests in a series of 24three equal consecutive monthlyannual installments commencing on September 14,March 30, 2009, provided the director continues to provide services to the Company.
 
(10)Restricted stock awards vest overaward vests in a series of two years with 25%equal consecutive annual installments commencing on May 19, 2011, provided the director continues to provide services to the Company.
(11)Restricted stock award vests in a series of two equal consecutive annual installments commencing on July 10, 2011, provided the totaldirector continues to provide services to the Company.
(12)Stock award vestingrepresents payment of annual director compensation in lieu of cash as of May 11, 2011 at $4.91 per share. Award was fully vested upon grant.
(13)Stock option vests in a series of three equal consecutive annual installments commencing on March 25, 2010, provided the first anniversarydirector continues to provide services to the Company.
(14)Stock option vests in a series of the date of grant and the remaining 75%48 equal consecutive monthly installments commencing on the second anniversary of the date of grant, provided the director continues to provide services to the Company.
 
(11)(15)Dr. Hofstaetter joinedStock option vests in a series of three equal consecutive annual installments commencing on May 19, 2010, provided the Board in March 2010.director continues to provide services to the Company.
 
(12)(16)On March 25, 2010, Mr. Zenner notifiedRestricted stock award vests in a series of four equal consecutive annual installments commencing May 28, 2011, provided the Companydirector continues to provide services to the Company.
(17)Restricted stock award vests in a series of his decisiontwo equal consecutive annual installments commencing on September 18, 2011, provided the director continues to retire as a member ofprovide services to the Board effective as of May 19, 2010, the date of the Annual Meeting.Company.

    The following table sets forth stock options and stock awards outstanding for each non-employee director (seven persons) as of December 31, 2009.

Option Awards OutstandingStock Awards Outstanding as of
as of December 31, 2009December 31, 2009
Director      Exercisable (#)     Unexercisable (#)     Unvested (#)
Barkas, Alexander351,04261,45848,125
Eastham, Karin17,50045,0007,500
Fritzky, Edward193,5427,70833,749
Hofstaetter, Thomas(1)———
Homcy, Charles95,000—31,250
Kiley, Thomas131,8754,37532,655
Zenner, Patrick(2)193,750—32,655
____________________2011.

     Option Awards Outstanding     Stock Awards Outstanding
as of December 31, 2011as of December 31, 2011
Director Exercisable (#)     Unexercisable (#)Unvested (#)
Barkas, Alexander490,656——
Eastham, Karin90,20020,30068,375
Fritzky, Edward206,2921,45876,373
Hofstaetter, Thomas36,37540,00056,703
Homcy, Charles115,000——
Huh, Hoyoung44,010148,490131,250
Kiley, Thomas137,6251,87574,436
Spiegel, Robert30,00040,00055,000


(1)Dr. Hofstaetter joined the Board in March 2010.
(2)On March 25, 2010, Mr. Zenner notified the Company of his decision to retire as a member of the Board effective as of May 19, 2010, the date of the Annual Meeting.


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PROPOSAL 2

APPROVAL OF AN AMENDMENT TO OUR RESTATED CERTIFICATE OF INCORPORATION TO
INCREASE THE 2002 EQUITY INCENTIVE PLAN

NUMBER OF AUTHORIZED SHARES OF COMMON STOCK

    The Company’s stockholders are being askedBoard has adopted, subject to approvestockholder approval, an amendment to the Company’s 2002 Equity Incentive Plan (the 2002 Plan) at this Annual Meetingour Restated Certificate of Incorporation to increase our authorized number of shares of Common Stock from 200,000,000 shares to 300,000,000 shares.

    The additional Common Stock to be authorized by adoption of the amendment would have rights identical to the current outstanding Common Stock of the Company. Adoption of the proposed amendment and issuance of the Common Stock would not affect the rights of the holders of currently outstanding Common Stock, except for effects incidental to increasing the number of shares issuable thereunder by 5,000,000 shares. In March 2010,of the Board amendedCommon Stock outstanding, such as dilution of the 2002 Plan, subject to stockholder approval to increase the aggregate numberearnings per share and voting rights of shares authorized for issuance under the 2002 Plan from 19,579,603 to 24,579,603, which share reserve is increased automatically each year as described below. The Board adoptedcurrent holders of Common Stock. If the amendment is adopted, it will become effective upon filing of a Certificate of Amendment to ensure thatour Restated Certificate of Incorporation, in substantially the Company can continue to grant stock options and restricted stock awards to attract and retain high quality employees and consultants. Without the approvalform of this amendment, the Company would be unable to grant options or restricted stock awards consistentAppendix 1 hereto, with the Company’s normal compensation practices and common practice inSecretary of State of the industry. The annual automatic share reserve increase is insufficientState of Delaware.

    In addition to accommodate the growing number of employees for the Company.

     The 2002 Plan was initially adopted by the Board in February 2002 and approved by the stockholders in May 2002. Upon adoption, the 2002 Plan had an initial reserve of 5,000,000132,259,325 shares of Common Stock outstanding as of March 20, 2012, the Board has reserved 29,709,037 shares for issuance upon exercise of awards. This initial reserve was automatically increased on each anniversary date of the Board’s adoption of the 2002 Plan by the least of (i) 2,000,000 shares, (ii) 4% of the Company’s outstanding Common Stock as of such anniversary date, or (iii) a lesser amount determined by the Board. As of March 1, 2010, a total of 19,579,603 shares of Common Stock had been authorized for issuanceoptions and rights granted under the 2002 Plan. The last automatic increase in the authorized number of shares under the 2002 Plan occurred February 15, 2010 for 2,000,000 shares.
Summary of 2002 Equity Incentive Plan
     The following is a summary of the principal features of the 2002 Plan, together with the applicable tax implications with respect to the 2002 Plan. The summary is qualified by reference to the full text of the 2002 Plan, as amended, which is attached as Appendix A to this proxy statement.
General
     The 2002 Plan provides for grants to employees of the Company and any parent or subsidiary of the Company (including officers and employee directors) of “incentiveour stock options” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the Code), and for grants of non-qualified stock optionsoption and stock purchase rightsplans and up to employees (including officers and employee directors) and consultants (including non-employee directors) of the Company or any parent or subsidiary of the Company. As of March 1, 2010, 7 executive officers and approximately 175 other employees and consultants (including non-employee directors) are currently eligible to participate in the 2002 Plan. See “Federal Income Tax Aspects” below for information concerning the tax treatment of incentive stock options, non-qualified stock options and stock purchase rights.
     The 2002 Plan is not a qualified retirement plan under Section 401(a) of the Code, and is not subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended.
Purpose
     The purposes of the 2002 Plan are to attract and retain the best available personnel for positions of substantial responsibility; to give employees and consultants of the Company a greater personal stake in the success of the Company’s business; to provide additional incentive to the employees and consultants of the Company to continue and advance in their employment and service to the Company; and to promote the success of the Company’s business.
Administration
     The 2002 Plan is currently being administered by the Compensation Committee and the Stock Option Committee of the Board (the Administrator). With respect to executive officers of the Company (including executive officers who are also directors), the 2002 Plan is administered exclusively by the Compensation Committee of the


Board. The Administrator may determine the terms of the options and stock purchase rights granted, including the exercise or purchase price, the number of shares subject to each option or stock purchase right and the exercisability options. The Administrator also has the authority to select the individuals to whom options and stock purchase rights will be granted and to make any combination of grants to individuals. The Administrator’s interpretation and construction of any provision of the 2002 Plan will be final and binding upon all participants.
Eligibility
     The 2002 Plan provides that incentive stock options may be granted only to employees (including officers and employee directors) of the Company or any parent or subsidiary of the Company, while non-qualified stock options and stock purchase rights may be granted not only to employees (including officers and employee directors), but also to consultants (including non-employee directors) of the Company or any parent or subsidiary of the Company. The Administrator shall have full authority to determine which eligible individuals are to receive option grants or stock purchase rights under the 2002 Plan; the number of shares to be covered by each such grant; whether a granted option is to be an incentive stock option which satisfies the requirements of Section 422 of the Code or a non-qualified stock option not intended to meet such requirements; the time or times at which each such option is to become exercisable; and the maximum term for which the option is to remain outstanding.
     The 2002 Plan provides that the maximum number of7,006,305 shares of Common Stock which may be granted under options or stock purchase rightsissued upon exercise of warrants and future milestone obligations.

    Although at present the Board has no plans to any one service provider during any calendar year shall be 750,000issue additional shares subject to adjustment as provided in the 2002 Plan. There is also a limit under the Code on the aggregate market value of shares subject to all incentive stock options granted to an optionee which may first become exercisable during any calendar year.

Stock Subject to the Stock Option Plan
     As described above, an aggregate of 19,579,603 shares (24,579,603 shares assuming the proposed amendment is approved) of Common Stock has been authorizedother than as described above, it desires to have such shares available to provide additional flexibility to use its capital stock for issuance underbusiness and financial purposes in the 2002 Plan,future. The additional shares may be used, without further stockholder approval, for various purposes including, without limitation, raising capital, providing equity incentives to employees, officers or directors, establishing strategic relationships with other companies and expanding our business through the automaticacquisition of other businesses or technologies.

    The increase in 2010. This numberour authorized shares of Common Stock could also have an anti-takeover effect, in that additional shares authorized for issuance undercould be issued (within the 2002 Plan will automatically increase on each anniversary datelimits imposed by applicable law) in one or more transactions that could make a change in control or takeover of the Board’s adoptionCompany difficult. For example, additional shares could be issued by us so as to dilute the stock ownership or voting rights of a person seeking to obtain control of the 2002 Plan duringCompany. Similarly, the termissuance of additional shares to certain persons allied with our management could have the effect of making it more difficult to remove our management by diluting the stock ownership or voting rights of persons seeking to cause such removal.

Vote Required and Board Recommendation

    Stockholders are requested in this proposal to approve this amendment to our Restated Certificate of Incorporation. The affirmative vote of a majority of the 2002 Plan by the least of (i) 2,000,000 shares, (ii) 4% of the Company’s outstanding Common Stock as of such anniversary date, or (iii) a lesser amount determined by the Board. To the extent that an award granted under the 2002 Plan expires or otherwise terminates without being exercised in full or shares of restricted stock acquired pursuant to a stock purchase right are reacquired at their original price, such shares of Common Stock will again become available for issuance under the 2002 Plan.

Terms of Options
     The following is a description of the terms of options under the 2002 Plan. Individual option grants may be more or less restrictive as to any or all of the terms described below, except for those mandatory terms described using the word “must.”
Exercise Price; Payment. The exercise price under the 2002 Plan is determined by the Administrator and in the case of all incentive stock options granted under the 2002 Plan, the exercise price must be at least equal to the fair market value of the Common Stock of the Company on the date of grant. The exercise price of any incentive stock option granted to an optionee who owns stock representing more than 10% of the total combined voting power of all classes of stock of the Company or any of its subsidiaries (a 10% Stockholder) must equal at least 110% of the fair market value of the Common Stock on the date of grant. In addition, although the 2002 Plan does not establish a minimum exercise price for non-qualified stock options, the Administrator has historically granted each non-qualified stock option with an exercise price equal to the fair market value of the Common Stock on the date of grant. An optionee may satisfy any federal, state or local tax withholding obligation relating to the exercise of such option by a cash payment upon exercise, by authorizing the Company to withhold a portion of the stock otherwise issuable to the optionee having a value equal to the statutory minimum amount required to be withheld (if permitted by the Administrator), by delivering already owned stock of the Company (if permitted by the Administrator) that, in the case of stock acquired from the Company has been held by the optionee for at least six months, or by a combination of these means. As of March 1, 2010, the closing sales price of a share of the Company’s Common Stock as reported on the Nasdaq Global Market was $5.71 per share.


     The consideration to be paid for shares issued upon exercise of options granted under the 2002 Plan, including the method of payment, is determined by the Administrator and may consist entirely of cash; check; promissory note; shares of the Company’s Common Stock which have been beneficially owned by the optionee for at least six months or which were not acquired directly or indirectly from the Company and which have a fair market value on the exercise date equal to the aggregate exercise price of the shares purchased; authorization for the Company to retain from the total number of shares as to which the option is exercised a number of shares having a fair market value on the exercise date equal to the aggregate exercise price of the shares issued; or delivery of a properly executed notice and irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds required to pay the exercise price. The Administrator may also authorize payments by any combination of the above methods or any other consideration and method of payment permitted by law.
Option Exercise/Restrictions on Transfer. An option is nontransferable by the optionee other than by will or by the laws of descent and distribution. Each option may be exercised during the lifetime of the optionee only by such optionee or in the case of a non-qualified stock option by a transferee under a qualified domestic relations order. In the event of an optionee’s death, an option may be exercised by a person who acquires the right to exercise that option by bequest or inheritance. Options granted under the 2002 Plan generally vests in a series of installments at the rate of 12.5% of the total number of shares as of the six month period from the date of grant, and approximately 2.08% each month thereafter. Under certain circumstances, options may be exercised prior to vesting, subject to the Company’s right to repurchase shares subject to such option at the exercise price paid per share. The Company’s repurchase rights would generally terminate on a vesting schedule identical to the vesting schedule of the exercised option.
Term. The Administrator determines the term of options granted under the 2002 Plan. The term of a stock option granted under the 2002 Plan must not exceed ten years; provided, however, that the term of an incentive stock option must not exceed five years for 10% Stockholders.
     In the event an optionee ceases to be employed or retained by the Company for any reason other than death or disability, each outstanding option held by such optionee will generally remain exercisable for the three-month period following the date of such cessation of employment or service. Should the optionee’s employment or service terminate by reason of death or disability, all outstanding options that would be exercisable in the next 36 months would become exercisable and remain exercisable for 24 months following the date of death or disability. If an optionee dies within three months after termination (other than a termination because of disability), each outstanding option held by such optionee will remain exercisable for six months following the date of termination. The Board has full power and authority to extend the period of time for which the option is to remain exercisable following the optionee’s termination of service, and in no event will the post-termination exercise periods described above allow an option to be exercised after the expiration of the term of such option.
Stock Purchase Rights
     The Administrator may issue stock purchase rights to employees, directors and consultants either alone, in addition to or in tandem with the issuance of options under the 2002 Plan, and such rights are nontransferable by the holder other than by will or by the laws of descent and distribution. The Administrator determines:
  • the number of shares subject to stock purchase rights issued to employees, directors and consultants;
  • the price per share for the restricted stock to be issued to an employee, director or consultant pursuantto a stock purchase right;
  • the time period within which an employee, director or consultant to whom a stock purchase right hasbeen issued must accept such offer; and
  • the terms and conditions of the stock purchase rights and restricted stock.
     Restricted stock issued pursuant to the exercise of stock purchase right will be evidenced by a written restricted stock purchase agreement. The restricted stock purchase agreement will contain such restrictions as the Administrator provides, including restrictions concerning voting rights, transferability and restrictions based on duration of employment and the satisfaction of performance thresholds. The Company may repurchase from the holder of restricted stock the restricted stock immediately upon the termination of employment or consultancy


for any reason (including death or disability) for an amount equal to the price paid for the restricted stock. The Company may pay the price for the restricted stock by canceling any indebtedness that the stockholder may owe to the Company.
Adjustment Provisions
     Certain transactions with our stockholders not involving our receipt of consideration, such as a stock split, spin-off, stock dividend or certain recapitalizations may affect the share price of our Common Stock (which transactions are referred to collectively as equity restructurings). In the event that an equity restructuring occurs, the Administrator will equitably adjust the class and the maximum number of shares of stock subject to the 2002 Plan as well as the maximum number of shares for which any one person may be granted options or stock purchase rights per calendar year, and will equitably adjust outstanding awards as to the class, number of shares and price per share of our stock. Other types of transactions may also affect our Common Stock, such as a dividend or other distribution, reorganization, merger, or other changes in corporate structure. In the event that there is such a transaction, the transaction is not an equity restructuring, and the Administrator determines that an adjustment to the 2002 Plan and any outstanding awards would be appropriate to prevent any dilution or enlargement of benefits under the 2002 Plan, the Administrator will equitably adjust the 2002 Plan as to the class of shares issuable and the maximum number of shares of our stock subject to the 2002 Plan, as well as the maximum number of shares that may be issued to any person during any calendar year, and will adjust any outstanding awards as to the class, number of shares, and price per share of our stock in such manner as it may deem equitable. The adjustments determined by the Administrator shall be final, binding and conclusive.
Effect of Certain Corporate Events
     In the event of a transaction involving a merger or acquisition of all or substantially all of the Company’s assets, the 2002 Plan provides that each outstanding option will accelerate so that each option will be fully exercisable for all of the shares subject to such option immediately prior to the effective date of the transaction. In addition, upon the occurrence of such a transaction, the 2002 Plan provides that all of the outstanding repurchase rights of the Company with respect to previously unvested shares of Common Stock acquired upon exercise of options or stock purchase rights granted under the 2002 Plan will terminate. Any surviving or acquiring corporation or entity may either assume outstanding awards under the 2002 Plan or substitute similar awards.
Duration and Amendment
     Unless terminated sooner through action by the Board, the 2002 Plan shall terminate in 2012. The Board shall have complete and exclusive power and authority to amend or modify the 2002 Plan in any or all respects whatsoever; provided, however, that no amendment or modification shall, without the consent of the holders, adversely affect the rights and obligations with respect to options outstanding under the 2002 Plan; and provided, further, that the Board shall obtain stockholder approval of any amendment to the extent necessary and desirable to comply with applicable statutory, regulatory or other legal requirements.
Federal Income Tax Aspects
     The following is a brief summary of the U.S. federal income tax consequences of transactions under the 2002 Plan based on federal income tax laws in effect as of the date of this Proxy Statement. This summary is not intended to be exhaustive and does not address all matters which may be relevant to a particular individual based on his or her specific circumstances. The summary addresses only current U.S. federal income tax law and expressly does not discuss the income tax law of any state, municipality or non-U.S. taxing jurisdiction or gift, estate or other tax laws other than federal income tax law. The Company advises all participants under the 2002 Plan to consult their own tax advisors concerning tax implications of grants and exercises and the disposition of stock acquired upon such exercises under the 2002 Plan.
Stock Options. Options granted under the 2002 Plan may be either “incentive stock options,” which are intended to qualify for the special tax treatment provided by Section 422 of the Code, or non-qualified stock options, which will not so qualify.


     If an option granted under the 2002 Plan is an incentive stock option, the optionee will recognize no income upon grant of the incentive stock option and incur no tax liability due to the exercise. However, the excess of the fair market value of the stock at the date of exercise over the exercise price will be an item of adjustment for the purposes of the alternative minimum tax. The Company will not be allowed a deduction for federal income tax purposes as a result of the exercise of an incentive stock option regardless of the applicability of the alternative minimum tax. Upon the sale or exchange of the shares acquired upon exercise more than two years after grant of the option and one year after such exercise, any gain or loss will be treated as long-term capital gain or loss. If either of these holding periods is not satisfied, the optionee will recognize ordinary income equal to the difference between the exercise price and the lower of the fair market value of the stock at the date of the option exercise or the sale price of the stock. The Company will be entitled to a deduction in the same amount as the ordinary income recognized by the optionee. Any capital gain recognized on a disposition of the shares prior to completion of both of the above holding periods in excess of the amount treated as ordinary income (or any capital loss recognized on such disposition) will be characterized as long-term if the sale occurs more than one year after exercise of the option or as short-term if the sale is made earlier.
     All other options which do not qualify as incentive stock options are referred to as non-qualified stock options. An optionee will not recognize any taxable income under U.S. tax laws at the time he or she is granted a non-qualified stock option. However, upon its exercise, under U.S. tax laws the optionee will recognize ordinary income for tax purposes measured by the excess of the then fair market value of the shares over the exercise price. In certain circumstances, where the shares are subject to a substantial risk of forfeiture when acquired, the date of taxation under U.S. tax laws may be deferred unless the optionee files an election with the Internal Revenue Service under Section 83(b) of the Code. The income recognized by an optionee who is also an employee of the Company will be subject to income and employment tax withholding by the Company. Upon resale of such shares by the optionee, any difference between the sales price and the fair market value of the shares as of the date of exercise of the option will be treated under U.S. tax laws as capital gain or loss, and will qualify for long-term capital gain or loss treatment if the shares have been held for more than one year from the date of exercise.
Stock Purchase Rights. For federal income tax purposes, if an individual is granted a stock purchase right, the individual generally will not have taxable income on the grant of the stock purchase right, nor will the Company then be entitled to any deduction. Generally, on the purchase of restricted stock pursuant to a stock purchase right, the individual will also not have taxable income, nor will the Company be entitled to a deduction, unless the individual makes a valid election under Section 83(b) of the Code. However, when restrictions on shares of restricted stock lapse, such that the shares are no longer subject to a substantial risk of forfeiture, the individual generally will recognize ordinary income, and the Company will be entitled to a corresponding deduction, for an amount equal to the difference between the fair market value of the shares at the date such restrictions lapse over the purchase price for the restricted stock. The income recognized by an individual who is also an employee of the Company will be subject to income and employment tax withholding by the Company. If the individual makes a valid election under Section 83(b) with respect to restricted stock, the individual generally will recognize ordinary income at the date of issuance of the restricted stock in an amount equal to the difference, if any, between the fair market value of the shares at that date over the purchase price for the restricted stock, and the Company will be entitled to a deduction for the same amount.
Section 162(m) of the Internal Revenue Code
     Section 162(m) of the Code provides that a publicly-held corporation cannot deduct compensation of a covered employee (the Chief Executive Officer and certain other executive officers) to the extent the compensation paid to such employee exceeds $1 million per tax year. There is a statutory exception to this limitation for certain performance-based compensation. Income derived from stock options will qualify for this exception and thus be treated as performance-based compensation if granted in accordance with the requirements set forth in Section 162(m). Section 162(m) requires that the stock option grant be approved by a committee consisting of outside directors (as defined in Section 162(m)), the plan states the maximum number of shares that can be granted to any person within a specified period and the compensation must be based solely on an increase in the stock price after the grant date (i.e., the option exercise price is equal to or greater than the fair market value of the stock subject to the award on the grant date). We have designed the 2002 Plan in a manner which allows for options granted thereunder to comply with those requirements.


2002 Plan Benefits
     The following table presents certain information with respect to cumulative stock awards outstanding under the 2002 Plan as of December 31, 2009 to (i) each of the executive officers named in the Summary Compensation Table, (ii) all executive officers as a group, (iii) all non-executive officer directors as a group and (iv) all non-executive officer employees and consultants as a group. Amounts of future grants of awards under the 2002 Plan are not determinable because under the terms of the 2002 Plan, grants of awards are made at the discretion of the Administrator.
Cumulative
CumulativeNumber of Shares
Number of SharesSubject to Unvested
Subject to StockRestricted Stock
Options GrantedWeighted AverageAwards Under the
Name and Position     Under the 2002 Plan     Exercise Price     2002 Plan
Thomas B. Okarma, Ph.D., M.D.1,650,000$5.66        172,500        
       President and Chief Executive Officer
David L. Greenwood1,046,341$5.59134,375
       Executive Vice President and
       Chief Financial Officer
Stephen M. Kelsey, M.D., F.R.C.P., F.R.C.Path.200,000$6.7640,000
       Executive Vice President,
       Chief Medical Officer, Oncology
David J. Earp, J.D., Ph.D.536,250$6.2196,250
       Senior Vice President Business Development
       and Chief Patent Counsel
Jane S. Lebkowski, Ph.D.542,500$5.9796,250
       Senior Vice President, Chief Scientific Officer,
       Regenerative Medicine
All Executive Officers as a group (7 persons)4,479,416$5.91705,656
All Non-Executive Officer Directors
       as a Group (7 persons)107,500$6.2443,434
All Non-Executive Officer Employees
       and Consultants as a Group (174 persons)4,983,283$6.31780,994

     As of December 31, 2009, options to purchase 9,570,199 shares were outstanding (net of canceled or expired options), unvested restricted stock awards of 1,530,084 were outstanding and 1,569,023 shares remained available for future grants under the 2002 Plan. As of December 31, 2009, the aggregate fair value of shares subject to outstanding options and restricted stock awards under the 2002 Plan was $61,606,571 assuming a market value of $5.55 per share as of December 31, 2009.
REQUIRED VOTE
     Stockholders are requested in this Proposal 2 to approve the amendment to the 2002 Plan to increase the number of shares reserved for issuance thereunder by 5,000,000 shares. The affirmative vote of the holders of a majority of the shares present in person or represented by proxy and entitled to vote on the proposal at the meeting will be required to approve thethis proposal. Accordingly, proxies reflecting abstentions or broker non-votes, if any, as to this proposal will be treated as votes against the amendment to the 2002 Plan. A broker is not entitled to vote shares held for a beneficial owner on this proposal. Thus, if the beneficial owner does not give a broker specific instructions, the beneficially owned shares may not be voted on this proposal and will not be counted in determining the number of shares necessary for approval.
amendment.

The Board of Directors Unanimously Recommends That
Stockholders VoteFOR Proposal 2



PROPOSAL 3

RATIFICATION OF SELECTION OF
ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     On the recommendation    As required by Section 951 of the Audit Committee, the Board has selected Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2010,Dodd-Frank Wall Street Reform and has further directed that management submit the selectionConsumer Protection Act and Section 14A of the independent registered public accounting firm for ratification by the stockholders at the Annual Meeting. Ernst & Young LLP has served as the Company’s independent registered public accounting firm since 1992. Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting, will have an opportunity to make a statement if they so desire, and will be available to respond to appropriate questions from stockholders.
     The Company has been informed by Ernst & Young LLP that, to the best of their knowledge, neither the firm nor any of its members or their associates has any direct financial interest or material indirect financial interest in the Company or its affiliates.
     Stockholder ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm is not required by the Company’s Bylaws or otherwise. However,Exchange Act, the Board is submitting the selection of Ernst & Young LLP to therequesting stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the Audit Committee and the Board will reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee and the Board in their discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if they determine that such a change would be in the best interests of the Company and its stockholders.
REQUIRED VOTE
     The affirmative vote of the holders of a majority of the shares present in person or represented by proxy and entitled to vote, on a non-binding advisory basis, to approve the compensation paid to Geron’s Named Executive Officers as disclosed in this Proxy Statement in the sections entitled, “Compensation Discussion and Analysis” and “Executive Compensation Tables.” This proposal, at the meeting will be required to ratify the selection of Ernst & Young LLP. Abstentions will have the same effectcommonly known as a vote against this proposal. However, ratification“say-on-pay” proposal, gives stockholders the opportunity to express their views on the compensation of the selectionGeron’s Named Executive Officers.



Table of Ernst & Young LLP is a matter on which a broker or other nominee is empowered to vote. Accordingly, no broker non-votes will result from this proposal.

The Board of Directors Unanimously Recommends That
Stockholders Vote FORContents Proposal 3
PRINCIPAL ACCOUNTANT FEES AND SERVICES
     The Audit Committee maintains policies and procedures for the pre-approval of work performed by the independent registered public accounting firm. Under the Audit Committee’s charter, all engagements of the independent registered public accounting firm must be approved

    As discussed in advance by the Audit Committee. The Chairman of the Audit Committee must be notified at any time the fees for a specific project exceed 20% of the approved budget for authorization to continue the project. Management recommendations will be considered in connection with such engagements, but management will have no authority to approve engagements. For each quarterly Audit Committee meeting, management prepares a schedule of all fees paid to Ernst & Young LLP during the previous quarter and estimated fees for projects contemplateddetail in the following quarter.

     Upon recommendation by the Audit Committee, the Board selected Ernst & Young LLP to act in the same capacity for the fiscal year ending December 31, 2010. The Company has been informed by Ernst & Young LLP, to the best“Compensation Discussion and Analysis” section of their knowledge, that neither the firm nor any of its members or their associates has any financial interest, direct or indirect in the Company or its affiliates.


Audit Fees and All Other Fees
     The Audit Committee approved 100% of all audit, tax and other services provided by Ernst & Young LLP in 2009 and 2008. The total fees paid to Ernst & Young LLP for the last two fiscal years are as follows:
Fiscal Year EndedFiscal Year Ended
     December 31, 2009     December 31, 2008
Audit Fees(1)      $675,414            $585,449      
Tax Fees(2)22,37411,340
All Other Fees1,7401,500
____________________

(1)Audit Fees include the integrated audit of annual consolidated financial statements and internal control over financial reporting, audits of certain subsidiaries, reviews of quarterly consolidated financial statements included in Quarterly Reports on Forms 10-Q, consultations on matters addressed during the audit or quarterly reviews, and services provided in connection with SEC filings, including consents and comment and comfort letters.
(2)Tax Fees consist of services related to the filing of tax returns and other assistance with tax compliance.


AUDIT COMMITTEE REPORT(1)
     The Audit Committee of Geron Corporation’s Board of Directors is comprised of three independent directors as required by the listing standards of the Nasdaq Global Market (Nasdaq). The Audit Committee operates pursuant to a written charter adopted and amended by the Board of Directors in March 2005. A copy of the Committee’s amended and restated charter is available on the Company’s website at http://www.geron.com.
     The members of the Audit Committee are Ms. Eastham (Chairperson) and Messrs. Fritzky and Kiley. The Board has determined that all members of the Committee are financially literate as required by Nasdaq. The Board has also determined that Ms. Eastham is an audit committee financial expert as defined by Nasdaq.
     The function of the Audit Committee is to assist the Board of Directors in fulfilling its oversight responsibilities regarding (i) the quality and integrity of the Company’s financial statements, (ii) the Company’s compliance with legal and regulatory requirements, (iii) the qualifications and independence of the independent registered public accounting firm serving as auditors of the Company and (iv) the performance of the independent registered public accounting firm.
     Management is responsible for the Company’s internal controls and financial reporting. The independent registered public accounting firm is responsible for performing an independent audit of the Company’s consolidated financial statements in accordance with generally accepted auditing standards and to issue a report thereon. The Audit Committee’s responsibility is to monitor and oversee these processes.
     In this context, the Audit Committee hereby reports as follows:
1)The Audit Committee has reviewed and discussed the audited financial statements of the Company as of and for the year ended December 31, 2009 with management and the independent registered public accounting firm serving as the Company’s independent auditors.
2)The Audit Committee has discussed with the independent auditors the matters required to be discussed by Statement on Auditing Standards No. 61 (Communication with Audit Committees), other professional standards, membership provisions of the SEC Practice Session, and other SEC rules, as currently in effect.
3)The Audit Committee has received the written disclosures and the letter from the independent auditors required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees), as currently in effect, and it has discussed with the auditors their independence from the Company.
4)The Audit Committee has considered whether the independent auditors’ provision of non-audit services to the Company is compatible with maintaining the auditors’ independence.
     Based on the reports and discussions described above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009, for filing with the SEC.
     Submitted on February 19, 2010 by the members of the Audit Committee of the Company’s Board of Directors.
Karin Eastham (Chairperson)
Edward V. Fritzky
Thomas D. Kiley, Esq.
____________________

(1)This Section is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing of the Company under the Securities Exchange Act of 1934, as amended (the Exchange Act), or the Securities Act of 1933, as amended (the Securities Act), whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
     The following table sets forth the amount and percentage of the outstanding shares of Common Stock, which, according to the information supplied to the Company, are beneficially owned by (i) each person who, to the best of the Company’s knowledge based exclusively on Schedules 13G filed with the Securities and Exchange Commission (SEC), is the beneficial owner of more than 5% of the Company’s outstanding Common Stock, (ii) each person who is currently a director, two of whom are also nominees for election as directors, (iii) each Named Executive Officer, as defined on page 39 herein and (iv) all current directors and executive officers as a group. Unless otherwise indicated, the address for each of the stockholders in the table below is c/o Geron Corporation, 230 Constitution Drive, Menlo Park, CA 94025. Except for information based on Schedules 13G, as indicated in the footnotes, beneficial ownership is stated as of January 31, 2010.
Beneficial Ownership(1)
Number ofPercent of
Beneficial Owner      Shares     Total
Directors/Nominees and Named Executive Officers:          
Alexander E. Barkas, Ph.D.(2) 569,110*
Karin Eastham(3)39,850*
Edward V. Fritzky(4)307,771*
Thomas Hofstaetter, Ph.D.(5)—*
Charles J. Homcy, M.D.(6)160,251*
Thomas D. Kiley, Esq.(7)336,946*
Patrick J. Zenner(8)270,271*
David J. Earp, J.D., Ph.D.(9)758,098*
David L. Greenwood(10)1,249,4831.27%
Stephen M. Kelsey, M.D., F.R.C.P., F.R.C.Path.(11)85,833*
Jane S. Lebkowski, Ph.D.(12)780,189*
Thomas B. Okarma, Ph.D., M.D.(13)1,899,1451.92%
All directors and executive officers as a group (14 persons)7,090,9276.91%
____________________

*Represents beneficial ownership of less than 1% of Common Stock.
(1)Beneficial ownership is determined in accordance with the rules of the SEC. In computing the number of shares beneficially owned by a person and the percentage of ownership of that person, shares of Common Stock subject to options held by that person that are currently exercisable or exercisable within 60 days of January 31, 2010 are deemed outstanding. Such shares, however, are not deemed outstanding for the purpose of computing the percentage ownership of each other person. The persons named in this table, to the best of the Company’s knowledge, have sole voting and investment power with respect to all shares of Common Stock shown as beneficially owned by them, subject to community property laws where applicable and except as indicated in the other footnotes to this table.
(2)Includes 169,686 shares held directly by Alexander E. Barkas, 882 shares held by Lynda Wijcik, the spouse of Dr. Barkas, 48,125 shares held under unvested restricted stock awards, and 350,417 shares issuable upon the exercise of outstanding options held by Dr. Barkas exercisable within 60 days of January 31, 2010.
(3)Includes 7,500 shares held under unvested restricted stock awards by Karin Eastham and 32,350 shares issuable upon the exercise of outstanding options held by Ms. Eastham exercisable within 60 days of January 31, 2010.
(4)Includes 78,605 shares held directly by Edward V. Fritzky, 33,749 shares held under unvested restricted stock awards and 195,417 shares issuable upon the exercise of outstanding options held by Mr. Fritzky exercisable within 60 days of January 31, 2010.
(5)Dr. Hofstaetter joined the Board in March 2010.


(6)Includes 34,001 shares held directly by Charles J. Homcy, 31,250 shares held under unvested restricted stock awards and 95,000 shares issuable upon the exercise of outstanding options held by Dr. Homcy exercisable within  60 days of January 31, 2010.
(7)Includes 115,433 shares held directly by Thomas D. Kiley, 32,655 shares held under unvested restricted stock awards, 9,705 shares held by the Kiley Family Partnership and 46,653 shares held by the Thomas D. Kiley and Nancy L.M. Kiley Revocable Trust under Agreement dated August 7, 1981. Also includes 132,500 shares issuable upon the exercise of outstanding options held by Mr. Kiley exercisable within 60 days of January 31, 2010.
(8)Includes 43,866 shares held directly by Patrick J. Zenner, 32,655 shares held under unvested restricted stock awards and 193,750 shares issuable upon the exercise of outstanding options held by Mr. Zenner exercisable within 60 days of January 31, 2010. On March 25, 2010, Mr. Zenner notified the Company of his decision to retire as a member of the Board effective as of May 19, 2010, the date of the Annual Meeting.
(9)Includes 112,418 shares held directly by David J. Earp, 96,250 shares held under unvested restricted stock awards and 549,430 shares issuable upon the exercise of outstanding options held by Dr. Earp exercisable within 60 days of January 31, 2010.
(10)Includes 117,433 shares held directly by David L. Greenwood, 134,375 shares held under unvested restricted stock awards and 997,675 shares issuable upon the exercise of outstanding options held by Mr. Greenwood exercisable within 60 days of January 31, 2010.
(11)Includes 40,000 shares held under unvested restricted stock awards by Stephen M. Kelsey and 45,833 shares issuable upon the exercise of outstanding options held by Dr. Kelsey exercisable within 60 days of January 31, 2010.
(12)Includes 109,771 shares held directly by Jane S. Lebkowski, 96,250 shares held under unvested restricted stock awards and 574,168 shares issuable upon the exercise of outstanding options held by Dr. Lebkowski exercisable within 60 days of January 31, 2010.
(13)Includes 238,105 shares held directly by Thomas B. Okarma, 172,500 shares held under unvested restricted stock awards and 1,488,540 shares issuable upon the exercise of outstanding options held by Dr. Okarma exercisable within 60 days of January 31, 2010.
EQUITY COMPENSATION PLANS
     The following table summarizes information with respect to equity awards under the Company’s equity compensation plans at December 31, 2009:
Number ofWeighted-Number of securities
securities to beaverageremaining available for
issued upon exerciseexercise pricefuture issuance under
of outstandingof outstandingequity compensation
options, warrantsoptions, warrantsplans (excluding securities
and rightsand rightsreflected in column (a))
     (a)     (b)     (c)
Equity compensation plans approved by security                      
       holders(1)        11,761,395        $6.934,095,388(2),(3)
Equity compensation plans not approved by security                          
       holders730,000(4)$6.16—
       Total12,491,395$6.884,095,388
____________________

(1)Includes the 1992 Stock Option Plan, the 2002 Equity Incentive Plan, the 1996 Directors’ Stock Option Plan and the 2006 Directors’ Stock Option Plan.
(2)Includes 627,951 shares of Common Stock reserved for issuance under the Company’s 1996 Employee Stock Purchase Plan.


(3)Does not include future automatic annual increases under the Company’s 2002 Equity Incentive Plan. The maximum number of shares to be reserved will automatically increase on each anniversary date of the Board’s adoption of the 2002 Equity Incentive Plan during the term of the plan by the least of (i) 2,000,000 shares, (ii) 4% of the Company’s outstanding Common Stock as of such anniversary date, or (iii) a lesser amount determined by the Board.
(4)Represents outstanding warrants issued in conjunction with consulting services and license agreements with research institutions. For further details, see Note 8 of the consolidated financial statements in the Company’s Annual Report on Form 10-K filed with the SEC on February 26, 2010.
INFORMATION CONCERNING CERTAIN EXECUTIVE OFFICERS
     The information required by this section concerning our executive officers is incorporated by reference from the section captioned “Executive Officers of the Company” contained in Part I, Item 1 of our Annual Report on Form 10-K for the year ended December 31, 2009, filed with the SEC on February 26, 2010.
COMPENSATION DISCUSSION AND ANALYSIS
Executive Compensation Philosophy
     Executive compensation programs impact all employees by establishing a general framework for compensation and creating a work environment focused on expectations, goals and rewards. Because the performance of every employee is important to overall success, the Board is mindful of the impact executive compensation and incentive programs have on all employees. In considering executive compensation policies and practices, the Board balances the needs to conserve cash and minimize shareholder dilution against the requirements to attract, retain and motivate company management and employees.
     We maintain our headquarters and operations in the San Francisco Bay area, which has a high cost of living and a highly competitive employment environment. Specifically, numerous biotechnology and other high-growth or commercial companies are nearby and compete for the same personnel that we seek to recruit, motivate and retain. In addition, the business cycle in the biotechnology industry is much longer than other commercial industries requiring long-term dedication from employees. Building an infrastructure that fosters growth and technological innovation requires substantial investment in people and resources with no guarantee of return.
     In reconciling these areas, the Board strives to act in the long-term best interests of the Company and its stockholders. Because of these challenges, the Board has structured the Company’sProxy Statement, Geron’s executive compensation strategy and structure is based on the following principles:
  • Reward Successful Execution of Business Strategy:

    Bonus compensation for executive officers is predicated on organizational success in addition to individual achievement. The compensation program is designed to support the corporate business strategy and business plan by clearly communicating what is expected of each executive officer with respect to goals and results, and a) reward entity/team success, not just individual effort.
  • Attract and Retain Qualified Talent:

    Successfulsuccessful execution of the business strategy necessitates keeping the Company’sstrategy; b) attract and retain qualified talent; and c) align management team in place and focused on business goals. Therefore, the Company’s program must be competitive including equity awards granted with vesting schedules designed to promote retention.
  • Align Management and Stockholder Interests:

    Long-term equity compensation underscores the common interests of stockholders and management by providing a continuing financial incentive to maximize long-term value to stockholders.


Objectives of the Executive Compensation Program
stockholder interests. The executive compensation program is designed to achieve four primary objectives:

     1.     Ensure base pay is competitive for the role or job to be performed and to retain the executive officer for succession planning while providing reasonable and responsible pay arrangements in order to maintain a sustainable cost framework.
 
2.Recognize achievement of annual goals and milestones through annual incentives.
 
3.Reward successful completion of long-term goals and enhancement of shareholderstockholder wealth through the long-term incentive program.
 
4.Provide a cost effective but competitive benefits package that promotes a positive work environment, fostering teamwork among and high morale within the executive team.

    The Compensation ElementsCommittee actively reviews and Purpose

assesses our executive compensation program in light of the highly competitive employment environment in the San Francisco Bay Area, the challenge of recruiting, motivating and retaining executive officer in an industry with much longer business cycles than other commercial industries, and evolving compensation governance and best practices. In reconciling these areas, the Compensation Committee strives to act in the long-term best interests of the Company and its stockholders and believes that Geron’s executive compensation programs are strongly aligned with the long-term interests of our stockholders. In determining whether to approve this proposal, the Compensation Committee believes that stockholders should consider the following:

  • Independent Compensation Committee.Executive compensation atis reviewed and established by ourCompensation Committee of the Company consistsBoard consisting solely of independent directors. The CompensationCommittee meets in executive session, without executive officers present, in determiningannual compensation.
  • Emphasis on Pay for Performance.Bonuses are paid based on our achievement of pre-establishedcorporate goals related to our operational and financial performance, as well as achievement ofindividual objectives. This provides a direct link between executive compensation and our operationaland financial performance and motivates our executive officers to implement strategic initiatives in order tomeet or exceed pre-established corporate goals.
  • Equity is Used as a Key Component of Compensation and Aligns our Compensation Programs with theLong-Term Interests of our Stockholders.The largest portion of our Named Executive Officers’ 2011compensation consisted of performance- and equity-based compensation which provides a direct linkbetween executive compensation and our operational and financial performance. Stock options werea key component of our 2011 compensation program and closely align the long-term interests of ourexecutives with those of our stockholders because the recipient will only realize a return on the optionif our stock price increases over the life of the option. In addition, the performance-based restrictedstock awards granted in fiscal 2011 to our Named Executive Officers will only be earned if we achievespecific clinical development milestones.
  • Limited Personal Benefits.Our executive officers are eligible for the same benefits as non-executive,salaried employees, and do not receive any personal benefits other than limited perquisites consistingof tax and financial planning services and a housing allowance and travel reimbursementallowance for Dr. Scarlett, our President and Chief Executive Officer.
  • No Tax Gross-Ups on Compensation.None of our executive officers receive tax related gross-ups onany element of compensation.
  • Severance Benefits Only Payable upon a Qualifying Termination of Employment.Executive officeremployment agreements and our Change of Control Severance Plan require an actual or constructivetermination of employment before any benefits are paid.
  • No Retirement Benefits.We do not offer any pension plans or health benefits during retirement.


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Advisory Vote and Board Recommendation

    We request stockholder approval of the 2011 compensation of our Named Executive Officers as disclosed in this Proxy Statement pursuant to the SEC’s compensation disclosure rules (which disclosure includes the “Compensation Discussion and Analysis,” the compensation tables and the narrative disclosures that accompany the compensation tables within the “Executive Compensation Tables” section of this Proxy Statement). This vote is not intended to address any specific element of compensation, but rather the overall compensation of our Named Executive Officers and the compensation philosophy, policies and practices described in this Proxy Statement.

    Accordingly, the Board recommends that stockholders vote in favor of the following elements:resolution:

  • Base salary: Compensation for ongoing performance throughout“RESOLVED, that the year.

  • Annual incentive awards: Awardedstockholders approve, on a non-binding advisory basis, the compensation paid to recognize and reward performance,Geron’s Named Executive Officers, as disclosed in the context of individual, teamCompensation Discussion and Company performance,Analysis section, the tabular disclosure regarding such compensation and the accompanying narrative disclosure set forth in the Proxy Statement relating to the Company’s 2012 Annual Meeting of Stockholders.”

        Approval of the above resolution requires the affirmative vote of the holders of a majority of the votes cast in person or by proxy at this meeting. Abstentions and broker non-votes will have no effect on the outcome of this proposal.

        Stockholders are not being asked to approve or disprove the Board’s recommendation. As this is an advisory vote, the outcome of the vote is non-binding to us with respect to future executive officer compensation decisions, including those related to our Named Executive Officers, or otherwise. However, the Board and the Compensation Committee will review the results of the vote and take them into account when considering future executive officer compensation policies and decisions.

        The Board has approved holding a “say-on-pay” advisory vote every year. Unless the Board modifies its policy on the frequency of future “say-on-pay” advisory votes, the next “say-on-pay” advisory vote will be held at the 2013 Annual Meeting of Stockholders.

    The Board of Directors Unanimously Recommends That
    Stockholders VoteFOR Proposal 3

    COMPENSATION DISCUSSION AND ANALYSIS

    Overview

        This Compensation Discussion and Analysis describes our compensation program as it relates to our Named Executive Officers as defined below. In this Compensation Discussion and Analysis, we present and discuss:

    • an executive summary of our compensation program for our Named Executive Officers for the 2011 fiscalyear;
    • executive management changes in 2011 and 2012;
    • an overview of our executive compensation programs;
    • the role of the Compensation Committee;
    • the process the Compensation Committee follows in deciding how to compensate our Named ExecutiveOfficers with equity;
    • 2011 Corporate Performance; and
    • a detailed discussion and analysis of the Compensation Committee’s specific decisions about thecompensation of our Named Executive Officers for fiscal year just ended.2011.

    Long-term incentive awards: Equity    This Compensation Discussion and Analysis contains forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation to provide an incentive to manageprograms. The actual compensation programs that we adopt in the future may differ materially from currently planned programs summarized in this discussion.



    Table of Contents

    Executive Summary

        2011 was a year of significant change for the Company as it narrowed its focus to the oncology therapeutic area and incorporated a new management team. In November 2011, we announced a decision to focus exclusively on the development of our oncology programs. As a consequence, we discontinued further development of our stem cell programs and intend to divest these programs in 2012. The decision to narrow our technology and therapeutic focus was made after a strategic review of the costs, value inflection timelines and clinical, manufacturing and regulatory complexities associated with our research and clinical-stage assets. By narrowing our focus to the oncology therapeutic area, we anticipate having sufficient financial resources to reach important near-term oncology value inflection points for stockholders with minimal near-term financing requirements.

        Even with the significant changes in management and strategic focus, the clinical development of the Company’s lead oncology programs continued to advance in 2011. Two randomized Phase 2 clinical trials of imetelstat in solid tumors continued enrollment throughout 2011: a study in patients with metastatic breast cancer (B014) and a study in patients with advanced non-small cell lung cancer (B012). These two trials require that a sufficient number of progression events occur in order to perform the planned data analyses. We anticipate an accrual of such events that will allow us to report top-line data from these two Phase 2 trials by the perspectiveend of an owner with an equity stake2012. Two single-arm Phase 2 trials of imetelstat in hematological malignancies were initiated in the business.first quarter of 2011 to evaluate the impact of the drug on cancer progenitor cells: a study in patients with essential thrombocythemia (B015) and an exploratory study in patients with multiple myeloma (B013). Top-line data from these two trials are expected to be available by the end of 2012. Two Phase 2 clinical trials of GRN1005 were launched in the fourth quarter of 2011. Both trials, GRABM-B (GRN1005 Against Brain Metastases – Breast Cancer) and GRABM-L (GRN1005 Against Brain Metastases – Lung Cancer), were initiated in December 2011. We expect top-line data from these trials to be available by the end of the second quarter of 2013.

    •     The compensation decisions in 2011 were influenced by a challenging market environment for the Company and the industry, the strategic decision to focus exclusively on our oncology programs and management transitions during the year. Highlights of significant compensation actions include:

    • Other benefits: Employee benefit plans in whichContinuation of wage freeze since year-end 2008 for all executive officers and other employees;
    • Bonus targets set at the same levels since 2009 for all employees participate.executive officers and other employees; and
       
    • Severance and changeseparation benefits for departing executive officers reflect employment agreementobligations and consideration for a general release of claims against the Company.

    Executive Management Changes in control benefits: Remuneration paid2011 and 2012

        In February 2011, the Board implemented a new leadership structure for the Company by appointing: (i) Mr. Greenwood as President, Interim Chief Executive Officer, Chief Financial Officer, and a member of the Board, (ii) Hoyoung Huh, M.D., Ph.D., as Executive Chairman of the Board and (iii) Alexander E. Barkas, Ph.D., as Lead Independent Director of the Board. In conjunction with the implementation of the new leadership structure, Dr. Okarma, left the Company as President and Chief Executive Officer and as a member of the Board, effective February 8, 2011.

        In September 2011, John A. Scarlett, M.D., was appointed Chief Executive Officer.

        In connection with the November 2011 decision to discontinue the Company’s stem cell programs, a total of 66 positions were eliminated, which included positions held by Jane S. Lebkowski, Ph.D., Senior Vice President and Chief Scientific Officer, and Katharine E. Spink, Ph.D., Senior Vice President, Alliance Management and Cell Therapy Product Development. Drs. Lebkowski and Spink left the Company on December 31, 2011.

        Mr. Greenwood left the Company as President and Chief Financial Officer on December 31, 2011. In January 2012, Dr. Scarlett was appointed as President, in addition to his role as Chief Executive Officer. In January 2012, Graham K. Cooper was appointed Executive Vice President, Finance and Business Development, and Chief Financial Officer. Mr. Cooper will provide direction for all financial matters for Geron and be responsible for new business opportunities and investor relations for the Company.



    Table of Contents

        This Compensation Discussion and Analysis section discusses our executive compensation policies and programs and the compensation decisions made in 2011 for the following executive officers, collectively referred to herein as the “Named Executive Officers”:

    • Dr. John A. Scarlett, President and Chief Executive Officer (appointed as Chief Executive Officer in September 2011and additionally, as President in January 2012);
    • Mr. David L. Greenwood, former President and Chief Financial Officer;
    • Dr. Stephen M. Kelsey, Executive Vice President, Head of Research & Development, and Chief MedicalOfficer;
    • Ms. Melissa A. Behrs, Senior Vice President, Strategic Portfolio Management, Product Developmentand Manufacturing;
    • Dr. David J. Earp, Senior Vice President, Corporate Transactions, and Chief Legal Officer;
    • Dr. Thomas B. Okarma, former President and Chief Executive Officer;
    • Dr. Jane S. Lebkowski, former Senior Vice President and Chief Scientific Officer; and
    • Dr. Katharine E. Spink, former Senior Vice President, Alliance Management and Cell Therapy ProductDevelopment.

    Overview of Our Executive Compensation Program

    Philosophy & Objectives

        The overall objective of our compensation program is to support our business objectives by attracting, retaining and engaging the highest caliber of executive officers and other employees, while maintaining a fiscally responsible position in a highly competitive employment environment. Consistent with this overall objective, the goals of our executive compensation program are to:

    • attract and retain executive officers that can capably lead the Company by incentivizing with competitivecash and non-cash compensation opportunities;
    • enable a high performing culture by employing and retaining successful experienced executive officers;
    • encourage and inspire our executive officers to achieve key corporate strategic and financial objectives bylinking incentive award opportunities to the achievement of individual and corporate goals; and
    • align the interests of our executive officers with stockholders by motivating executive officers to focus on achievementsthat will result in an increase of value for our stockholders and reward executive officers for excellence inperformance.

        Our Compensation Committee reviews and approves all of our compensation policies relating to executive officers (except the Chief Executive Officer, whose compensation is approved by the Board), including executive officer salaries, bonus and equity incentive compensation. As discussed in further detail below, our 2011 compensation program for our Named Executive Officers (as defined above) consisted of, and was intended to strike an appropriate balance among base salary, annual cash incentive bonuses and equity incentive awards. The Compensation Committee strives to act in the event of a change in controlbest interest of the Company and its stockholders, as well as ensure that the elements of compensation do not, individually or involuntary employment termination.in the aggregate, encourage excessive risk taking.



Table of Contents

Components

    The components of our executive compensation program consist primarily of base salary, annual cash incentive bonuses, equity awards and broad-based benefits. To date,provide competitive total direct compensation to our executive officers, we have notutilize a mix of cash (base salaries and annual incentives) and long-term incentives (equity awards) that are competitive with the market. The Compensation Committee has structured the Company’s compensation program as follows to ensure that our compensation elementsexecutive officers are compensated in a manner consistent with stockholder interests, competitive pay practices and applicable requirements of regulatory bodies.

  • Base Salary.Base salaries for executive officers soare reviewed by the Compensation Committee onan annual basis. Any increases in base salary are based on an evaluation of the individual’s performanceas well as the individual’s criticality to the Company’s future plans. Merit increases typically takeeffect as of January 1stof the new fiscal year.
  • Annual Cash Incentives.Annual incentive awards are awarded on a discretionary basis at the end ofeach year in accordance with pre-defined target each separate componentpayouts, the criteria set forth in Geron’s compensationguidelines and based on achievement of corporate and individual goals. The Board approves thecorporate goals.
  • Equity Incentive Compensation.Long-term incentive awards, comprised of stock option grants andrestricted stock awards, are designed to encourage long-term investment by our executive officers,thereby strongly aligning executives’ interests with the interests of our stockholders. To further ourcompensation philosophy of linking long-term compensation with performance, the CompensationCommittee granted performance-based restricted stock awards (PSAs) in 2010 and 2011 to certainemployees, including our executive officers, and members of the Board. The vesting for these PSAs isbased on the achievement of certain corporate objectives and market price thresholds of our Common Stock. These PSAs either will not vest at all or will vest 100% upon achievement of the specifiedperformance criteria as certified by the Compensation Committee.
  • Broad-Based Benefits.Benefit programs are offered to all employees, including executive officers.These programs include a specific percentagevariety of their total direct compensationhealth insurances, 401(k) plan, Employee Stock Purchase Planand flexible spending 125 cafeteria plan covering health and dependent care services. We currently donot offer pension or retirement benefits to employees. Executive officers receive limited perquisitesconsisting of tax and financial planning services, and Dr. Scarlett receives housing and travelreimbursement for the year. The component elementscommute from his principal residence in Texas.

Role of the compensation plan work together to help attract, retain and incentivize an experienced and highly capable management team.

Compensation Committee Role

    The Compensation Committee determines allacts on behalf of the Board with respect to overseeing our compensation policies and programs and in determining compensation for executive officers. Both Compensation Committee members are independent of the Company’s management.management and under NASDAQ listing standards. The Chief Executive Officer does not participateCompensation Committee exercises judgment in allocating between cash and non-cash compensation. In setting the annual level of cash and equity compensation for our executive officers, the Compensation Committee’s deliberations or decision with regardCommittee typically considers various factors. These include: corporate performance, each executive officer’s individual performance, the criticality of each executive officer’s skill set, market data for our industry and defined peer group, and each executive officer’s tenure. Each of these factors is balanced against the Company’s ability to his compensation.

award cash and equity incentives. The Compensation Committee has the authority to retain special counsel and other experts, including compensation consultants, such as Radford, to support their responsibilities in determining executive officer compensation and related programs. In addition, the Compensation Committee may receive documentary support, including industry data from third-party salary survey sources, such as Radford.

    To aid the Compensation Committee in its responsibilities, the Chief Executive Officer, (assistedwith input and assistance by the General Counsel and senior human resources personnel)personnel, provides the Compensation Committee with a variety of information, including survey data, analyses and recommendations relating to the Company’s performance, individual performance of other executive officers and compensation recommendations for every employee, including all executive officers, except theofficers. The Chief Executive Officer. In preparation forOfficer does not participate in the Compensation Committee’s review and decision,or Board’s deliberations or decisions with regard to his own compensation, which must be approved by the Chief Executive Officer tasks senior human resources personnel with project leadership for internal compensation and performance review. Each executive officer is responsible for ensuring employee performance reviews within their groups are completed on a timely basis and such reviews objectively reflect the employee’s accomplishments as well as areas for improvement. AllBoard.



Table of the executive officers, including the Chief Executive Officer, review the performance ratings for each employee, the proposed salary change and the recommended bonus award. This comprehensive review includes consideration of effective performance management, motivation and retention of key employees, internal equity considerations, compliance with legal and benefit plan requirements, tax and accounting treatment, disclosure and other legal requirements.

Contents

    At the Compensation Committee’s request, the Chief Executive Officer reviews the performance of the other executive officers with the Compensation Committee, but no other executive officer has any input into the executive compensation decisions. The Compensation Committee gives considerable weight to the Chief Executive Officer’s



evaluation performance evaluations of the other executive officers because of hissince he has direct knowledge of each executive’s performance and contributions. For each executive officer,

    In 2011, the Compensation Committee independently determines each component of compensation based on their collective assessment of the executive’s performance using the following factors:

  • performance against corporate and individual goals for the previous year;
  • difficulty of achieving desired results in the coming year;
  • value of unique skills and capabilities to support long-term performance of the Company;
  • performance of general management responsibilities;
  • reporting structure and internal pay relationships;
  • extraordinary contributions as a member of the executive management team;
  • market information; and
  • overall company performance.
     The Compensation Committee exercises judgment in allocating between cash and non-cash compensation. The Compensation Committee has the authority to retain special counsel and other experts, including compensation consultants, to support their responsibilities in determining executive compensation and related programs. The Compensation Committee did not utilize any consultants in evaluating executive compensation in 2009.
Calculation of Compensation Elements
Base Salary
     The Compensation Committee annually evaluates executive officer base salaries and adjustments are made at the beginning of the year to reflect changes in job responsibilities and market conditions. When establishing or reviewing base salaries for each executive officer, the Compensation Committee considers numerous factors, including the qualifications of the executive, his or her level of relevant experience, nature and responsibility of the position, strategic goals for which the executive has responsibility, Company and individual performance, salary norms for persons in comparable positions at comparable companies, the competitiveness of the market for the executive’s services and industry compensation levels.
     In determining base salary, the Compensation Committee reviewsreviewed independent survey data, such as the Radford Biotech Survey, as well asGlobal Life Sciences compensation survey. The Compensation Committee also reviewed publicly available data from companies with which Geron competes for talent.talent, which included Gilead Sciences, Inc.; Biogen Idec, Inc.; Affymax, Inc.; Amylin Pharmaceuticals Inc. and BioMarin Pharmaceuticals, Inc.

    The businesses chosen for comparison may differ from one executiveCompensation Committee believes that it is important when making its compensation decisions to be informed as to the next depending on the scope and naturecurrent practices of the business for which the particular executive is responsible. Companies used for compensation evaluation may include Gilead Sciences, Inc., Amgen Inc., Genzyme Corporation, Biogen Idec Inc., Affymax, Inc. and others. These companies are larger than us with respect to market capitalization, revenue and employees and represent the marketcomparable publicly held companies. Therefore, in which we compete for talented executives, especially for positions which we will be developing in the future to help us plan for our next stage of anticipated growth. Companies such as Genentech Inc. and CV Therapeutics have been eliminated from the list since they have been acquired by pharmaceutical companies. Although base salary information from comparable companies is useful comparative information,December 2011, the Compensation Committee does not requiredetermined that the base salarya definitive group of individual executives bear any particular relationship to salaries of executives of similar positions of those comparable companies. In the biopharmaceutical industry, many traditional measures of corporate performance, such as earnings per share or sales growth, may not readily applypeer companies was necessary in reviewing performance of executives. Because of Geron’s current stage of development, the Compensation Committee evaluates other indications of performance, including progress of the Company’s research and development programs and corporate development activities, as well as the Company’s success in securing capital sufficient to enable the Company to continue research and development activities.

2009 Compensation Decisions
     The Compensation Committee met in December 2008 to evaluateconnection with executive officer, performanceemployee and non-employee director compensation matters and facedengaged Radford to recommend a very challenging economic environment given the distress in the financial markets beginning in the third quarter of 2008. In light of the volatile economic environment, the deterioration of the


capital markets, the related limitationscomparable peer group. Based on stockholder returns and available cash resources, the Compensation Committee placed a freeze on base salaries for all executive officers, including the Chief Executive Officer, for fiscal year 2009.
     In April 2009,Radford’s recommendations, the Compensation Committee approved a specific peer group in January 2012. This peer group, which the terms of the offer letter agreement for Dr. Stephen Kelsey. After considering the base salaries for all executive officers, including the Chief Executive Officer, the base salary earned by Dr. Kelsey while at Genentech, Inc. and the base salary paidCommittee uses to prior employees in Dr. Kelsey’s position, the Compensation Committee approved an annual base salary of $400,000 for Dr. Kelsey.
Annual Incentive Awards
     Annual incentive awards are awarded on a discretionary basis, usually at the end of the Company’s fiscal year-end. They are designed to reward achievement of corporate and individual goals set by the Compensation Committee at the beginning of the year, as well as qualify, to the extent applicable, for performance-based compensation which is not subject to the $1,000,000 limitation on company income tax deductibility perreview executive officer imposed under Section 162(m)compensation, consists of the Internal Revenue Code. For more information about Section 162(m), please see page 37 herein.
     All employees, including executive officers,19 publicly traded, U.S-based biotechnology/pharmaceutical companies. The majority of these companies are pre-commercial in nature, and have an established potential award which is equal to a percentage of the employee’s base salary. The percentage increases with increasing rank in the Company. The maximum bonus targets for executive officers in 2009 ranged from 40% to 60% of base salary depending on the executive’s position. There are no minimum threshold targets or multipliers that would increase the bonus targets. In addition, the bonus targets are weighted by individualmarket capitalizations, headcount range and Company performance factors as noted below with increasing weight on Company performance for more senior employees. Overall corporate performance factor ranges from 0% to 100% and is assigned by the Compensation Committee based upon their qualitative assessment of Company performance against corporate goals. Individual performance factors range from 0% to 100% and are based on written employee performance reviews. As noted below, the Chief Executive Officer reviews the performance of executive officers and each Board member conducts an independent assessment of the Chief Executive Officer’s performance which is submitted to the Compensation Committee for tabulation and evaluation.
     Each year, the Chief Executive Officer provides Company goals to the Board for review and approval and the Board approves the goals and assigned weightings. The weightings for each goal vary year to year depending on the importance of the goal for a particular year. The goals correlate with increased business value of the Company and for its stockholders. Annual goals typically include the following:
  • product development, such as enhancements in technology or manufacturing;
  • clinical progress, such as initiation of clinical trials, patient enrollment and patient data;
  • corporate development, such as strategic collaborations; and
  • finance, legal and administration, such as patent enforcement, budget controls and maintenance of a strong balance sheet.
     Individual goals for executive officers focus on contributions that facilitate the achievement of overall Company goals and development of the organization. Each year, the Board reviews and approves the individual goals for executive officers. Corporate and individual goals are sufficiently difficult to require the Company and executive officers to perform at a high level in order to meet the goals and the likelihood of attaining these goals is not assured.
     As part of the annual year-end performance reviews, the Compensation Committee (with input from the Chief Executive Officer and the other Board members) evaluates the Company’s overall performance for the given year with respect to the approved goals as well as other significant Company performance accomplishments while also taking into consideration the degree of difficulty in achieving the goal and any particular events or circumstances that impacted performance. For this assessment, the Compensation Committee evaluates the status of Geron’s development programs, clinical progress and corporate development activities. This necessarily involves a subjective assessment of corporate performance by the Compensation Committee. Moreover, the Compensation Committee does not base its considerations on a single performance area, but rather considers the entire mix of accomplishments, challenges and efforts in evaluating Company performance and assigning a corporate performance factor.


     The Chief Executive Officer evaluates individual performance (for executives other than himself) through written evaluations. He provides the evaluations to the Compensation Committee along with his recommendations for each executive officer’s individual performance factor. The Compensation Committee reviews the performance and assessment of each executive officer. The Compensation Committee obtains reviews of the Chief Executive Officer from each Board member to evaluate the Chief Executive Officer. The Compensation Committee also considers the following general criteria when evaluating individual performance, not all of which are applicable to all executive officers:
  • the individual’s role in the research, development, acquisition and/or licensing of product candidatesand technologies;
  • the individual’s contribution to the achievement of key research, development and businessmilestones;
  • the individual’s contribution to the management team and development and application of leadershipskills to drive future performance of the Company;
  • the individual’s ability to attract, hire, manage, retain and motivate staff in support of the achievementof the Company’s performance objectives;
  • the individual’s contribution to the achievement of key financial objectives of the Company, including the management of financial budgets and forecasts, and as appropriate, involvement in investor relationsand corporate funding initiatives; and
  • effectiveness of the individual’s management of regulatory compliance requirements related to his or her responsibilities.
     At the end of the year, the Compensation Committee evaluates, on a qualitative basis, the level of each executive officer’s attainment of his or her individual performance goals, including the Chief Executive Officer. The Compensation Committee does not specifically allocate or weight these goals and considers the attainment of individual goals on an overall basis when assessing performance for each executive officer. The Compensation Committee’s assessment of the executive officer’s level of attainment of individual performance goals becomes the factor for the individual performance weighting used in the calculation of the bonus for the end of the year (as described in the second table set forth below which illustrates the calculation of the 2009 bonus awarded as a percentage of salary).
Corporate Performance
     The table below summarizes our performance goal categories, 2009 weightings and our Compensation Committee’s assessment of Company performance as measured in terms of each category that was used to calculate the overall corporate performance factor of 85%.
2009 Weighting2009 ResultTotal
Corporate Performance Category      Description     (A)     (B)     (A x B)
Clinical DevelopmentProgress of product candidates50% 82% 41% 
to and through clinical trials
Product DevelopmentResearch and development,30% 80% 24% 
including process
improvements
Corporate DevelopmentIn-licensing and out-licensing10% 100% 10% 
technology and strategic
transactions to enhance
corporate business plan
AdministrationFinance, legal, human10% 100% 10% 
resources and intellectual
property management
Total Corporate Performance Factor85% 



     Highlights of the 2009 accomplishments taken into account by the Compensation Committee in determining overall Company performance as well as individual performance for executive officers included the following:
Clinical Development
  • Implemented alternative dosing schedules for Phase I studies of imetelstat (GRN163L) in order tooptimize exposure while reducing toxicity.
  • Interim clinical data from the trial of imetelstat (GRN163L) in patients with refractory, advanced solid tumors showed that modified dosing schedules achieved exposures to imetelstat that exceed the levels that have been associated with tumor inhibition in several models of human cancers. In addition,telomerase inhibition was observed in tissue samples from patients.
  • Clinical data from multiple Phase I trials provided evidence to assess the safety, tolerability,pharmacokinetics and pharmacodynamics of imetelstat.
  • Established Phase II dose and dosing schedule for imetelstat in order to advance the program to PhaseII clinical trials in 2010.
  • Completed patient enrollment for the Phase II trial of GRNVAC1 in patients with acute myelogenousleukemia (AML) at high risk of relapse.
  • Interim clinical data from the GRNVAC1 trial showed that 14 of 20 patients who remain in complete remission are negative for the gene marker WT-1, a tumor gene involved in the differentiation andproliferation of AML.
  • Obtained FDA concurrence for use of data from an ongoing preclinical study of GRNOPC1 in an animal model of cervical injury to support both the release of the clinical hold and expansion to cervical patients for the Investigational New Drug (IND) for spinal cord injury.
Product Development
  • Preclinical data presented at the American Association for Cancer Research Annual Meeting showingthat imetelstat inhibits cancer stem cells from multiple tumor types.
  • Demonstrated key process improvements for manufacturing imetelstat yield with higher purity andreduced costs.
  • Developed and implemented new technology to generate higher purification of hESC-derived celltypes for use in IND-enabling preclinical studies.
  • Established manufacturing process for GRNCM1 in order to produce cells for future IND-enablingstudies.
  • Modified methods to derive pancreatic islet cells from hESCs that shortened production and increasedyield.
  • Identified significant line extension indications for GRNOPC1 and initiated collaborations withappropriate academics for Alzheimer’s, stroke, and multiple sclerosis.
  • Established proof of concept for hESC-derived chondrocytes in small animal models of cartilage damage.
Corporate Development
  • Entered into a global exclusive license and alliance agreement with GE Healthcare to develop and commercialize cellular assay products derived from hESCs for use in drug discovery, development andtoxicity screening.
  • Funded an equity contribution to ViaGen, Inc., in which Geron now holds a 28% ownership interest. ViaGen is the global leader in animal cloning, a modern breeding technology that can be used to produce a genetic copy of an existing animal. The technology has important applications in agriculture and human medicine.


Finance, Legal and Administration
  • Maintained strong balance sheet by raising $45.9 million in net proceeds upon closing a public offeringof common stock.
  • U.S. Patent Office granted Geron’s request to declare an interference between a patent application owned by Geron and U.S. Patent No. 7,510,876 owned by Novocell, Inc. The patent filings cover technology for the differentiation of hESCs into the precursors of numerous endoderm cell types, including pancreatic islet cells.
Executive Officer Performance
     For 2009, the Compensation Committee concluded that on an overall basis Dr. Okarma had achieved 100% of his individual goals, which included providing overall management and leadership for all research and development programs; recruiting key positions in the oncology management team, specifically clinical operations; representing the Companyexpenditures that range from one-half of, to the investment community through frequent corporate presentations to provide updates on developments and progress; developing and mentoring other executive officers and employees for succession planning; serving as the primary Company spokesperson for the media and building overall corporate branding and image for recognition by physicians, patients and potential collaborators and partners, including governmental funding agencies in the U.S. and abroad. For 2009, thetwo times, those of Geron. The companies comprising our 2012 peer group are:

AffymaxExelixisNeurocrine Biosciences
Alnylam PharmaceuticalsInfinity PharmaceuticalsNPS Pharmaceuticals
Ardea BiosciencesInterMuneOptimer Pharmaceuticals
Arena PharmaceuticalsMannKindPharmacyclics
DURECTMAP PharmaceuticalsRigel Pharmaceuticals
Dynavax TechnologiesMicromet
Enzon PharmaceuticalsNektar Therapeutics

Executive Equity Compensation Committee concurred with Dr. Okarma’s recommendation for each executive officer’s achievement of his or her individual performance goals and concluded that each Named Executive Officer (NEO) on an overall basis had achieved 100% of his or her individual goals, which included support of the corporate initiatives mentioned above and also functional departmental goals, as described below.

  • Mr. Greenwood’s 2009 individual goals included leadership of our finance department; establishing budgets and maintaining expense control in line with budgets; executing appropriate financing initiatives to keep the company optimally capitalized; ensuring compliance with all relevant SEC and other regulations and continued assessment of current and potential new collaborative strategicrelationships to enhance our programs.

  • Dr. Kelsey’s 2009 individual goals included leadership of clinical and preclinical oncology project teams; identifying, planning and executing appropriate clinical approaches for oncology product candidates; establishing and implementing preclinical strategy for new oncology indications or product candidates; and building the proper teams to support all oncology projects by recruiting and developingkey individuals.
  • Dr. Earp’s 2009 individual goals included execution of our alliance with GE Healthcare; development and implementation of appropriate strategies to ensure the most advantageous intellectual property protection for our technologies, product candidates and research programs; review of potential technology licensing opportunities to enhance our programs; and maintenance of current collaborativerelationships.
  • Dr. Lebkowski’s 2009 individual goals included leadership of our regenerative medicine project teams; initiation of a Phase I trial for GRNOPC1; establishment of a consistent manufacturing process for GRNCM1 and selection of a preclinical development path; identification of new clinical indications for GRNOPC1; increasing yield for differentiation of GRNIC1 and affirming proof of concept for hESC-derived chondrocytes.
     For 2009, the Compensation Committee adjusted the weighting percentages between corporate and individual performance for each executive officer, including the Chief Executive Officer. In prior years, the weighting percentages were 50% each for corporate and individual performance. For 2009, the weighting percentages were increased for corporate performance to 80% and decreased for individual performance to 20%. The Compensation Committee implemented this change to more closely align annual incentive awards with the achievement of company goals that contribute to operational and financial success and create shareholder value.


     Following were the bonus targets and weighting percentages used to calculate the 2009 bonus for the Named Executive Officers (NEOs):
Bonus
BonusCorporateIndividualAwarded
Potential as aPerformancePerformanceas a % of
Officer and Position      % of Salary     Weighting     Weighting     Salary
Thomas B. Okarma, Ph.D., M.D. 
       President and Chief Executive Officer60%80%20%53%
David L. Greenwood
       Executive Vice President, Chief Financial Officer45%80%20%40%
Stephen M. Kelsey, M.D., F.R.C.P., F.R.C.Path.
       Executive Vice President, Chief Medical
       Officer, Oncology45%80%20%40%
David J. Earp, J.D., Ph.D.
       Senior Vice President, Business Development
       and Chief Patent Counsel40%80%20%35%
Jane S. Lebkowski, Ph.D.
       Senior Vice President, Chief Scientific Officer,
       Regenerative Medicine40%80%20%35%

     The bonus awarded as a percentage of salary is equal to the product of the bonus potential multiplied by the sum of the (1) the product of the level of achievement of the Company’s performance in 2009 (85%, as described above), multiplied by the 80% weighting, and (2) the product of the level of achievement of individual goals (100% for each NEO in 2009), multiplied by the 20% weighting.
Long-Term Incentive Awards
     Historically, long-term incentive awards consisted primarily of stock options. However, in recent years there has been rapid evolution of practices relating to long-term incentive awards among companies with which the Company competes. Like many of these companies, in 2007 the Company began to utilize a mix of stock options and restricted stock awards for all employees, including executive officers. A number of factors contributed to the shift in higher use of restricted stock grants including:
  • the desire to provide employees with the opportunity to receive and maintain an equity interest in theCompany;
  • the opportunity to increase employee and stockholder benefit through a diversity of types and designsof equity awards;
  • reduction of the dilutive impact on shares outstanding in comparison to stock options; and
  • recognition of a significant number of stock options with exercise prices above the Company’s stock price.
    Stock option grants and restricted stock awards (including performance-based restricted stock awards) from the 2002 Equity Incentive Plan and 2011 Incentive Award Plan encourage employee ownership in Geron, link pay with performance and align interests of stockholders and employees. Without sustained growth and positive stock price performance, all our employees, including the executive officers, carry the risk that they will not be able to realize significant gains from their equity-based awards. The Compensation Committee determines the size of theany stock option grant and restricted stock award according to each executive’sexecutive officer’s position within the Company and sets a level it considers appropriate to create an opportunity for reward predicated on increasing stockholder value. The Compensation Committee takes into account an individual’seach executive officer’s performance history and his or her potential for future responsibility and promotion, and competitive total compensation targets for the individual’s position and level of contribution.promotion. Other factors include long-term incentives previously granted, the amount of actual versus theoretical equity value per year that has been derived to date by the individual, the current actual value of the unvested equity grants for each individual, the percentage of stock option grants with exercise prices greater than the Company’s stock price and the number of stock option grants that have expired unexercised as a result of market conditions. The Compensation Committee has the discretion to give relative weight given to each of these factors varies among individuals at the Compensation Committee’s discretion.factors. There is no set formula for the granting of stock options or other equity awards to individual executive officers or employees.


Equity Grant Practices and Vesting Conditions

     The Company has a consistent approach to equity granting practices. We do not backdate options nor grant options retroactively.

    In addition, we do not coordinate our option or restricted2011, stock grants so that they are made before an announcement of favorable information or after an announcement of unfavorable information. Stock option grants to all newly hired employees arewere made on the third Wednesday of the month following the new employee’s hire date.date, except for Dr. Scarlett, where the Board granted his stock option on the date of his appointment as Chief Executive Officer. To facilitate this practice,stock option grants to newly hired employees, the Compensation Committee has authorized the Chief Executive Officer as the sole member of the Stock Option Committee to approve individual stock option grants of equity awards up to 50,000100,000 shares to non-executive employees. Restricted stockEquity awards and stock option grants greater than 50,000100,000 shares or for executive



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officers must beare approved by the Compensation Committee. In 2011, the sole members of the Stock Option Committee were Dr. Okarma, Mr. Greenwood and Dr. Scarlett (beginning in September 2011). In 2012, Mr. Cooper joined Dr. Scarlett as a member of the Stock Option Committee. The exercise price of all stock options is equal to the closing price of Geron Common Stock as reported by the NasdaqNASDAQ Global Select Market on the date of grant so that the recipient will not earn any compensation from his or her options unless our share price increases above the exercise price; thus aligning the interests of our stockholders, and our employees and executives,executive officers, during their employment, infor the long-term success of the Company. Geron’s standard practice is to grant options that vest monthly over four years from the date of grant, provided the employee continues to provide services to the Company.

    Annual equity awards to all employees, including executive officers, are typically granted on the same date of the Annual Meeting of Stockholders, which is also the date that non-employee board members receive their equity awards in accordance with the 2006 Directors Plan. The exercise price for the annual stock option grants is equal to the closing price of Geron Common Stock as reported by the NasdaqNASDAQ Global Select Market on the date of grant and the vest schedule is monthly over four years from the date of grant, provided the employee continues to provide services to the Company. For restricted stock awards, the vesting schedule is typically annually over four years from the date of grant, provided the employee continues to provide services to the Company. Given

2011 Corporate Performance

    Each year, the intensely dynamicChief Executive Officer presents corporate goals to the Compensation Committee and Board, and the Board approves the goals and assigned weightings. Achievement of these goals impact payouts under our cash incentive program. The weightings for each corporate goal vary year-to-year depending on its importance and business environment in whichvalue for the Company operates, itand for our stockholders. As part of the annual year-end performance reviews for executive officers, the Compensation Committee (with input from the Chief Executive Officer) evaluates the Company’s overall performance for the given year with respect to the corporate goals and other significant Company performance accomplishments, while taking into consideration the degree of difficulty in achieving the goals and any particular events or circumstances that impacted performance. For 2011, the Compensation Committee evaluated the status of Geron’s development programs, clinical progress and corporate development activities. This necessarily involved a subjective assessment of corporate performance by the Compensation Committee. Moreover, the Compensation Committee did not base its considerations on a single performance area, but rather considered the entire mix of accomplishments, challenges and efforts in evaluating Company performance and recommending a corporate performance factor to the Board for their approval. The table below summarizes our corporate performance, including weightings and our Compensation Committee’s and Board’s assessment of Company performance that was used to calculate the overall corporate performance factor of 75% for 2011.



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2011 Weighting2011 ResultTotal
Corporate Performance Category      Description     (A)     (B)     (A x B)
Clinical DevelopmentProgress of product candidates to and
 through clinical trials
  a) Imetelstat20%85%0.170
  b) GRN100515%100%0.150
  c) GRNOPC115%67%0.100
Product DevelopmentResearch and development, including 
process improvements
  a) Oncology5% 100%0.050
  b) Stem cells5%50%0.025
Corporate DevelopmentExecution of strategic transactions to
provide external funding over the next
three years
  a) Public sources10%100% 0.100
  b) Private sources 20%0% 0.000
AdministrationCash management to preserve capital10%100%0.100
Additional AchievementsCorporate restructuring and0.055
organizational re-alignment
                Total Corporate Performance Factor0.750

    Highlights of 2011 accomplishments taken into account by the Compensation Committee and Board in determining overall achievement of the corporate goals and by the Compensation Committee in determining individual performance for the Named Executive Officers, included the following:

Clinical Development

  • Patient enrollment ahead of projections for both Phase 2 clinical trials of imetelstat in solid tumors.
  • Preliminary assessment of hematologic and pharmacodynamic biomarkers in Phase 2 clinical trial ofimetelstat in essential thrombocythemia.
  • Patient enrollment behind projections for both Phase 2 clinical trials of imetelstat in hematologicalmalignancies.
  • Patient enrollment on track for Phase 1 clinical trial of GRNOPC1 in acute spinal cord injury.
  • Initiation of Phase 2 clinical program for GRN1005 with the launch of two clinical trials in patientswith brain metastases.

Product Development

  • Positive in vivo efficacy data for new molecular entities in oncology research.
  • Preclinical large animal safety and efficacy study for GRNCM1.
  • Technical challenges with preclinical large animal safety and efficacy study for GRNCHND1.

Corporate Development

  • $25 million in funding awarded under California Institute for Regenerative Medicine (CIRM) loan.
  • Lack of funding from private sources.

Administration

  • Management of cash burn to be less than $65 million in 2011.


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Additional Accomplishments

  • Significant organizational re-alignment aimed at achieving: a) defined executive leadership roles andresponsibilities and b) increased leveraging of development expertise and synergies/efficiencies to berealized from integrated functional and team structures across all Geron programs.
  • Comprehensive program evaluation resulting in decision to focus exclusively on oncology programs inorder maximize financial resources to achieve near-term value inflection points for stockholders.

2011 Compensation Decisions

Base Salaries

    Consistent with practices in 2009 and 2010, no adjustments were made to incumbent executive officer base salaries in 2011, except for Mr. Greenwood, who received an annual base salary of $500,000 with his appointment to President and Interim Chief Executive Officer in February 2011.

    In September 2011, Dr. Scarlett was appointed Chief Executive Officer and a director of the Company. In accordance with the terms of his negotiated employment agreement, Dr. Scarlett receives an annual base salary of $550,000. In January 2012, the Board appointed Dr. Scarlett as President, and he receives no additional compensation for this appointment.

Annual Cash Incentives

    We have established a bonus structure for all employees, including executive officers, that provides bonuses depending on whether we achieve pre-established corporate goals related to operational and financial performance, as well as achievement of individual objectives. By using an appropriate amount of performance-based compensation, we believe our bonus structure creates a direct link between executive compensation and operational and financial performance to provide further motivation for our executive officers to implement strategic initiatives in order to meet or exceed pre-established corporate goals. Every employee, including executive officers, has an established potential award, which is equal to a percentage of the employee’s base salary. The percentage increases with increasing rank in the Company. The bonus targets for executive officers in 2011 ranged from 40% to 60% of base salary depending on the executive officer’s position. The executive officers’ 2011 bonus targets were set at the same levels as in 2010. In connection with Dr. Scarlett’s negotiated employment agreement, he is eligible to receive an annual bonus of up to 60% of his annual base salary, payable at the discretion of the Board.

    Each employee’s bonus amount is calculated using individual and corporate performance factors with increasing weight on Company performance for more senior employees. There are no minimum payouts and the only multipliers that would be extremely difficultincrease a bonus amount above the targets apply to craft meaningfulthe individual performance objectivescomponent. The corporate performance factor ranges from 0 to 1.0 and is assigned by the Compensation Committee (as discussed above) based upon its qualitative assessment of Company performance against corporate goals. Individual performance factors for 2011 ranged from 0 to 1.25 and were based on a supervisor’s assessment of an employee’s performance. As noted below, the Chief Executive Officer reviews the performance of the other executive officers and each Board member conducts an independent assessment of the Chief Executive Officer’s performance, which is submitted to the Compensation Committee for tabulation and evaluation. The Compensation Committee may approve an individual performance factor above 1.25 upon evaluation of appropriate criteria.

    The Compensation Committee’s assessment of the executive officer’s level of attainment of individual performance goals becomes the individual performance factor used in the calculation of the bonus for the end of the year (as described in the table set forth below which illustrates the calculation of the 2011 bonus awarded as a percentage of salary).



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    The following are the bonus targets and weighting percentages used to calculate the 2011 bonus for the Named Executive Officers as well as the 2011 actual bonus percentage awarded.

(A)(B)(C)(D)(E)= (A*B*C)
+ (A*D*E)
Bonus
BonusCorporateCorporateIndividualIndividualAwarded
Potential as aPerformancePerformancePerformancePerformanceas a % of
Officer and Position    % of Salary  Weighting  Factor  Weighting  Factor  Salary
John A. Scarlett, M.D.
       President and Chief Executive Officer(1)60%80%N/A20%N/AN/A
David L. Greenwood(2)
       Former President and Chief Financial Officer60%80%0.7520%1.0048%
Stephen M. Kelsey, M.D., F.R.C.P., F.R.C.Path.
       Executive Vice President, Head of R&D, and
       Chief Medical Officer45%80%0.7520%1.3539%
Melissa A. Behrs
       Senior Vice President, Strategic Portfolio
       Management, Product Development and
       Manufacturing40%80%0.7520%1.2034%
David J. Earp, J.D., Ph.D.
       Senior Vice President, Corporate Transactions, and 
       Chief Legal Officer40%80%0.7520%1.2034%
Thomas B. Okarma, Ph.D., M.D.(3) 
       Former President and Chief Executive Officer60%80%N/A20%N/AN/A
Jane S. Lebkowski, Ph.D.(2) 
       Former Senior Vice President and    
       Chief Scientific Officer40%80%0.7520%1.0032%
Katharine E. Spink, Ph.D.(2) 
       Former Senior Vice President,
       Alliance Management and Cell Therapy 
       Product Development40%80%0.7520%1.0032%
____________________

(1)As Dr. Scarlett joined the Company in September 2011, he agreed that he would not receive an annual incentive award in 2011. The Compensation Committee will assess Dr. Scarlett’s performance from September 2011 through December 2012 when considering his annual incentive award for 2012.
(2)In connection with their separation agreements, Mr. Greenwood, Dr. Lebkowski and Dr. Spink each received a bonus payment in 2011. See the “Severance and Change in Control Benefits” section below for a description of the benefits Mr. Greenwood, Dr. Lebkowski and Dr. Spink received in connection with their separation from the Company.
(3)Dr. Okarma did not receive an annual incentive award in 2011 as he separated employment from the Company in February 2011.

Assessment & Achievement of 2011 Individual Executive Officer Goals

    The Chief Executive Officer evaluates individual performance for the other executive officers through written evaluations. He provides the evaluations to the Compensation Committee along with suchhis recommendations for each executive officer’s individual performance factor. The Compensation Committee reviews the performance and assessment of each executive officer. The Compensation Committee obtains reviews of the Chief Executive



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Officer from each Board member to evaluate the Chief Executive Officer, and makes a long horizon. Asrecommendation to the Board on his individual performance factor. For his service in 2011, Dr. Scarlett agreed that he would not receive a result,annual incentive award in 2011. The Compensation Committee will assess Dr. Scarlett’s performance from September 2011 through December 2012 when considering his annual incentive award for 2012.

    For 2011, the vestingCompensation Committee concurred with Dr. Scarlett’s recommendation for each executive officer’s achievement of all equity awards is contingenthis or her individual performance goals and concluded that each Named Executive Officer on an employee’s (including executive officer’s) continued serviceoverall basis had achieved his or her individual goals, which included support of the corporate initiatives mentioned above and also departmental and functional goals, as described in detail below.

    Dr. Kelsey was awarded an individual performance factor of 1.35. Dr. Kelsey’s achievements included:

  • Assuming leadership of research and development across programs and integrating the entire functionwith a new team-based and governance structure;
  • Assembling and managing a new team for GRN1005 clinical development;
  • Assuming the therapeutic development team lead role for GRNOPC1 clinical development and target product profile;
  • Overseeing the transformation of the imetelstat NSCLC Phase 2 study from being behind enrollment projections at the beginning of the year to exceeding enrollment projections at the end of the year; and
  • Focusing the activities of the Company’s oncology research efforts and instituting a research team system and separate research governance system, that include functional and cross-functional review.

    Ms. Behrs was awarded an individual performance factor of 1.20. Ms. Behr’s achievements included:

  • Leading a comprehensive technology transfer process for GRN1005;
  • Managing the GRN1005 team to develop 2011-2013 strategic imperatives, 2011 program goals and initial refinement of the Phase 2 clinical development plan in brain metastases;
  • Providing effective leadership of the program management function;
  • Conceptualizing and leading the implementation of an integrated annual planning process for the Company’s 2012-2013 budgets; and
  • Establishing new commercial and financial planning functions.

    Dr. Earp was awarded an individual performance factor of 1.20. Dr. Earp’s achievements included:

  • Organizing and leading the legal team in the development of an efficient and timely process of executingclinical trial agreements for imetelstat and GRN1005 Phase 2 clinical trials, which enabled patient enrollment rates to be ahead of projections in the imetelstat solid tumor studies as of the end of 2011;
  • Participating as a member of the joint development committee for the Geron-Angiochem collaboration;
  • Negotiating and executing funding and loan agreements with the California Institute for Regenerative Medicine (CIRM) and maintaining a positive working relationship with CIRM leadership despite the discontinuation of the Company’s stem cell programs;
  • Serving as Executive Chairman of ViaGen, Inc. and assisting them with the development of a newbusiness strategy to progress towards cash break-even operations;
  • Achieving a successful outcome in the GemVax appeal at the Board of Appeals of the European Patent Office relating to the challenge against Geron’s European patent for telomerase; and
  • Overseeing the strategy for the patent interference with ViaCyte, Inc., including successful defense against a threshold dispositive motion.

    The individual performance factors awarded to Mr. Greenwood, Dr. Lebkowski and Dr. Spink at 1.0 each were assigned in connection with their separations from the Company rather than on performance with regard to specific business objectives.and their separation agreements. For a further description of the benefits paid under the separation agreements, see the “Severance and Change in Control Benefits” section below.


2009

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Annual Equity Compensation Decisions

    In May 2009,2011, the Compensation Committee granted a mix of stock options and restricted stock awards to all Geron employees, including executive officers. The Compensation Committee first pre-approved a grant matrix,guideline, based on employee base salary, level and individual performance ratings at the end of 2008, which2010. This guideline determined the maximum number of options and restricted stock awards that maycould be awarded to eachan employee, including executive officers. Once the number of stock options for each employee was determined, that number was then reduced by 50%. The restricted stock award for each employee, includingOption grants were awarded to all executive officers was equal to one-half ofat one half the reduced option grant. In addition, the Compensation Committee considered declinesmaximum guideline in the2011. Restricted stock price due to market conditions that have caused stock options granted in earlier periods to remain significantly out of the money and therefore have little value as incentives or retention. The Compensation Committee noted that these out of the money options that were close to expiry would likely be unexercised. In consideration of these factors, the Compensation Committee granted additional stock options toawards for employees, including executive officers, in orderwere equal to provide new incentive and retention motivation. These additional stock options vest monthly over two years fromone-half the datenumber of expirationshares of the out of the money unexercised options, provided the employee continues to provide services to the Company. Given the difficult economic environment and the salary freeze imposed on all employees, including executive officers, for fiscal 2009, the Compensation Committee approved grants of restricted stock awards to selected individuals, including executive officers, as a retention tool. These special restricted stock awards vest over two years with 25% of the total award vesting on the first anniversary of the date of grant and the remaining 75% on the second anniversary of the date of grant, provided the employee continues to provide services to the Company.

     In April 2009,employee’s option grant.

    Additionally, the Compensation Committee approved the grant of performance-based restricted stock awards (PSAs) to certain employees, including executive officers and members of the Board, in connection with the clinical development of GRN1005. The vesting of each PSA is linked to the achievement of specific corporate objectives during a defined performance period, which must be certified by the Compensation Committee. Allocation of the PSAs amongst employees, including executive officers and members of the Board, was based on the potential contributions, accountability and influence an individual had on the outcome of the particular performance milestones. Performance criteria for the 2011 PSA grants are:

  • Clinical development milestone related to Phase 2 clinical trial data for the GRN1005 program during a 19-month performance period beginning May 2011.
  • Clinical development milestone related to Phase 3 clinical trials for the GRN1005 program during a 37-month performance period beginning May 2011.

    In September 2011, the Board approved the terms of the offer letteremployment agreement for Dr. Stephen Kelsey.Scarlett. After considering the new hire equity awards granted to eachcurrent executive officer, includingofficers and executive officers of competitive companies and equity awards granted in the past to Dr. Okarma, former President and Chief Executive Officer, the equity awards earned by Dr. Kelsey while at Genentech, Inc. and the equity awards granted to prior employees in Dr. Kelsey’s position, the Compensation CommitteeBoard approved the following equity awards to be granteda stock option grant of 1,000,000 shares to Dr. Kelsey:



  • Scarlett.

    an option to purchase 200,000 shares of the Company’s Common Stock with an exercise price equal to the market value of the Common Stock on the third Wednesday of the month following Dr. Kelsey’shire date, in accordance with the Company’s practice for all new employees; and

  • a restricted stock award for 40,000 shares of the Company’s Common Stock granted on the first date of Dr. Kelsey’s employment that vests over two years with 25% of the total award vesting on the first anniversary of the date of grant and the remaining 75% on the second anniversary of the date of grant, provided the executive continues to provide services to the Company.
    See section “Grants of Plan-Based Awards” on page 41 herein44 for additional information regarding stock option grants, restricted stock awards and performance-based restricted stock awards to Named Executive Officers in 2009.
2011.

Other BenefitsCompensation

    Geron offers a comprehensive array of benefit programs to its employees, including all executive officers.Named Executive Officers. These include:

  • Comprehensive medical, dental, vision coverage and life insurance;
     
  • A cafeteria“cafeteria” plan administered pursuant to Section 125 of the Internal Revenue Code of 1986, as amended (the Code)“Code”). The cafeteria plan includes Geron’s medical and dental insurance, medical reimbursement,and dependent care reimbursement plans;
     
  • A 401(k) plan. In 2009,For 2011, the Company matched 100% of each employee’s annual contributions in GeronCommon Stock, subject to a four-yearcertain vesting schedule commencing from the employee’s start date; and
     
  • The Employee Stock Purchase Plan, which is implemented and administered pursuant to Section 423 of the Code.

    Executive officers pay for 25%30% of their health premium cost, which is deducted from their gross salary. Other employees pay either 8%16% or 15%25% of their health premium cost.

    The Company does not offer any pension plans or health benefits during retirement.

Perquisites

    Executive officers receive limited perquisites consisting of tax and financial planning services. We believe that providing these benefits is a relatively inexpensive way to enhance the competitiveness of the executive’s compensation package.



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    In accordance with his employment agreement, Dr. Scarlett receives reimbursement for housing (not to exceed $2,000 per month) and travel costs (not to exceed $20,000 per year) in connection with the commute from his personal residence in Texas. Dr. Scarlett does not receive separate compensation for serving as a member of the Board.

Severance and Change in Control Benefits

    In September 2002, the Board approved a Change of Control Severance Plan (the Severance Plan)“Severance Plan”) that became effective on January 21, 2003 and was subsequently revised in October 2006 and December 2008. The Severance Plan applies to all employees, and provides for each employee to receive a severance payment upon a triggering event following a change ofin control. A triggering event is defined as an event where (i) an employee is terminated by the Company without cause in connection with a change ofin control or within 12 months following a change ofin control; or (ii) an employee is not offered comparable employment (new or continuing) by the Company or the Company’s successor or acquirer within 30 days after the change ofin control or any employment offer is rejected; or (iii) after accepting (or continuing) employment with the Company after a change ofin control, an employee resigns within six 6 months following a change ofin control due to a material change in the terms of employment. Severance payments range from three to 18 months of base salary, depending on the employee’s position with the Company, payable in a lump sum payment. For executive officers,The severance paymentspayment would be 15 months for Named Executive Officers, other than the Chief Executive Officer and 18 months for the Chief Executive Officer.Officer and 15 months for the Named Executive Officers. In addition to a cash payment, the Company will also pay the COBRA health insurance premiums under the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) for each employee through the earlier of the end of his or her severance period (oror the time that the employee obtains other coverage).

coverage. Change in control provisions in the Severance Plan are intended to allow executive officers to focus their attention on our business operations in the face of the potentially disruptive impact of a proposed change in control transaction, to assess takeover bids objectively without regard to the potential impact on their own job security and to allow for a smooth transition in the event of a change in control of the Company.

    In the event of a merger, acquisition or similar change in control of the Company, the 1992 Stock Option Plan, the 1996 Directors’ Stock Option Plan, the 2002 Equity Incentive Plan, and the 2006 Directors Plan and the 2011 Incentive Award Plan provide that each outstanding option and award will accelerate so that each option will be fully exercisable for all of the shares subject to such option immediately prior to the effective date of the transaction and each other type of award shall be fully vested. In addition, upon the occurrence of such transaction, the 2002 Equity Incentive Plan, providesthe 2006 Directors Plan and the 2011 Incentive Award Plan provide that all of the outstanding repurchase rights of the Company with respect to shares of Common Stock acquired upon exercise of options granted, as well as shares of restricted stock, under the 2002 Equity Incentive Plan, the 2006 Directors Plan and the 2011 Incentive Award Plan will terminate.



    In January 2003, the Company entered into employment agreements with certain executive officers and key employees which were amended in 2008 to comply with the requirements of Code Section 409A. These agreements provide for severance pay, in lump-sum payment, equal to a percentage of annual salary (150% in the case of the Chief Executive Officer, 125% in the case of the Chief Financial Officer, and 110% in the case of each of the other executive officers)accrued bonus plus benefits continuation for one year to the affected executive officer in the event his or her employment is terminated involuntarily without cause. Payments under these agreements are to be reduced by the amount of any payments made under the Severance Plan previously described. The employment agreements provide that such executive officers may not interfere with the business of the Company by soliciting or attempting to solicit any employee of the Company to terminate his or her employment in order to become an employee, consultant or independent contractor to or for any competitor of the Company.

     The table below summarizesCompany and most provide a general release of claims. Currently, the potential payments under the Severance Plan or individual employment agreements for theonly Named Executive Officers ifwith such employment agreements are Ms. Behrs and Dr. Earp, and each is entitled to a severance payment of 110% of their respective base salary.

    In September 2011, the Company entered into an employment agreement with Dr. Scarlett, in connection with his appointment as Chief Executive Officer of the Company. Under Dr. Scarlett’s employment agreement, in the event of a Covered Termination (as defined under the agreement): (i) he will be entitled to a lump-sum severance payment equal to twenty-four (24) months of his base salary then in effect as of such termination and any unpaid Annual Bonus, (ii) Dr. Scarlett and his covered dependents will also be eligible to continued healthcare coverage as permitted by COBRA for a period of one (1) year following a Covered Termination at the same cost as in effect immediately prior to such termination; and (iii) the vested portion of any stock options or other exercisable



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equity interest in the Company shall remain outstanding until the earlier of the second anniversary of the date of termination and the original expiration date of such award. Dr. Scarlett will also be eligible to participate in Geron’s Severance Plan in the event of a change in controlcontrol.

    The Compensation Committee believes that severance benefits such as these remain essential to fulfill our objective to recruit, retain and develop key management talent in the competitive market. These arrangements enable the Company to recruit and retain high-quality new management talent because they provide reasonable protection to the executive officer in the event occurredthat he or she is not retained under limited circumstances.

    In conjunction with the implementation of the new leadership structure, Thomas B. Okarma, Ph.D., M.D., left as Geron’s President and Chief Executive Officer and as a member of the Board, effective February 8, 2011. On February 11, 2011, the Company and Dr. Okarma entered into a Transition and Separation Agreement (the “Okarma Agreement”), effective as of February 19, 2011, that provided for, among other things, a lump-sum cash severance payment of $802,500 and up to 12 months of continued health care coverage under COBRA which he was entitled to receive in connection with his termination of employment under his 2003 employment agreement, and the full acceleration of vesting and exercisability of previously unvested stock options. In addition, the exercise period of all stock options held by Dr. Okarma was extended to the earlier of February 8, 2014 or the original expiration date of such stock option. As consideration, Dr. Okarma provided the Company with a general release of claims against the Company. In addition, pursuant to the Okarma Agreement, Dr. Okarma agreed to serve as a non-exclusive independent consultant to the Company until July 9, 2013 and will receive for such services an aggregate of $401,250 in consulting fees, payable in quarterly installments, and a lump-sum cash payment of $72,000 that is intended to compensate Dr. Okarma for expenses incurred by him in connection with office space and administrative support during the consulting period. Dr. Okarma was also entitled to vesting of service-based restricted stock awards that vested in full on August 8, 2011. Unvested shares of performance-based restricted stock awards held by Dr. Okarma will remain eligible for vesting based on his continued service as a consultant and in accordance with the original terms of the award if the respective performance conditions are achieved by July 9, 2013. The Company was also obligated to pay Dr. Okarma $24,000 to compensate him for healthcare benefits not covered by Medicare and up to $12,500 for the reimbursement of legal fees. The indemnification and confidentiality provisions of his 2003 employment agreement with the Company remain in full force and effect.

    In connection with the appointment of David L. Greenwood in February 2011 as President, Interim Chief Executive Officer and Chief Financial Officer of the Company, the Company entered into a new employment agreement with Mr. Greenwood. Under Mr. Greenwood’s employment agreement, in the event of a Covered Termination (as defined under the agreement): (i) he was entitled to a lump-sum severance payment equal to 150% of his annual base salary in effect and (ii) continued healthcare coverage as permitted by COBRA for a period of two (2) years following a Covered Termination at the same cost as in effect immediately prior to such termination. On December 31, 2011, Mr. Greenwood’s employment with the Company terminated due to a Covered Termination. On January 30, 2012, the Company and Mr. Greenwood entered into a Transition and Separation Agreement (the “Greenwood Agreement”), effective February 7, 2012, that provides for, among other things, a lump-sum cash severance payment of $750,000 and 12 months of continued health care coverage under COBRA, consistent with Mr. Greenwood’s 2011 employment agreement. In addition, Mr. Greenwood received a lump-sum cash bonus payment of $235,800 for 2011, and the exercise period of all exercisable stock options held by Mr. Greenwood was extended to the earlier of December 31, 2013 or the original expiration date of such stock options. The Company is also obligated to pay Mr. Greenwood up to $5,000 for the reimbursement of legal fees in connection with the Greenwood Agreement. The Greenwood Agreement also provides that the indemnification and confidentiality provisions of Mr. Greenwood’s 2011 employment agreement remain in full force and effect. In consideration of the entry into the Greenwood Agreement and the separation benefits described above, Mr. Greenwood provided the Company with a general release of claims against the Company. In addition pursuant to the Greenwood Agreement, Mr. Greenwood agreed to serve as an independent consultant to the Company until March 31, 2012. As provided in the agreement, the term was extended to June 30, 2012. The Company and Mr. Greenwood may each terminate the Greenwood Agreement at any time with thirty (30) days advance notice. The Greenwood Agreement provides that Mr. Greenwood will receive a consulting fee of $400 per hour. Under the Greenwood Agreement, consistent with the terms of our 2002 Equity Incentive Plan and 2011 Incentive Award Plan and the original terms of the awards and options previously granted to him, Mr. Greenwood is entitled to continued vesting of currently unvested restricted stock awards and unvested stock options during the period that Mr. Greenwood continues to serve as



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a consultant to the Company and his performance-based restricted stock awards will remain eligible for vesting, in each case, conditioned on Mr. Greenwood’s continued service as a consultant and subject to vesting in accordance with the original terms of the award.

    On November 14, 2011, the Company announced its decision to exclusively focus on its oncology programs and discontinue further development of its stem cell programs. In connection with that decision, 66 positions were eliminated, including those held by Jane S. Lebkowski, Ph.D., Senior Vice President and Chief Scientific Officer, and Katharine E. Spink, Ph.D., Senior Vice President, Alliance Management and Cell Therapy Product Development.

    On December 29, 2011, the Company and Dr. Lebkowski entered into a Transition and Separation Agreement (the “Lebkowski Agreement”), effective January 10, 2012, that provides for, among other things, a lump-sum cash severance payment of $368,500 and 12 months of continued health care coverage under the provisions of COBRA, consistent with Dr. Lebkowski’s 2003 employment agreement. In addition, Dr. Lebkowski received a lump-sum cash bonus payment of $107,200 for 2011, and the exercise period of all exercisable stock options held by Dr. Lebkowski was extended to the earlier of December 31, 2013 or the original expiration date of such stock options. The Lebkowski Agreement also provides that the indemnification and confidentiality provisions of Dr. Lebkowski’s 2003 employment agreement remain in full force and effect. In consideration of the entry into the Lebkowski Agreement and the separation benefits described above, Dr. Lebkowski provided the Company with a general release of claims against the Company. In addition, on December 29, 2011, the Company and Dr. Lebkowski entered into a Consulting Agreement effective January 14, 2012 (the “Lebkowski Consulting Agreement”), pursuant to which Dr. Lebkowski agreed to serve as an independent consultant to the Company until March 31, 2012. As provided in the agreement, the term was extended to June 30, 2012. The Company and Dr. Lebkowski may each terminate the Lebkowski Consulting Agreement at any time with thirty (30) days advance notice. The Lebkowski Consulting Agreement provides that Dr. Lebkowski will receive a consulting fee of $400 per hour. Under the Lebkowski Consulting Agreement, Dr. Lebkowski is entitled to continued vesting of currently unvested restricted stock awards and unvested stock options during the period that Dr. Lebkowski continues to serve as a consultant to the Company and her performance-based restricted stock awards will remain eligible for vesting, in each case, conditioned on Dr. Lebkowski’s continued service as a consultant and subject to vesting in accordance with the original terms of the award.

    On December 31, 2011, the Company and Dr. Spink entered into a Transition and Separation Agreement (the “Spink Agreement”), effective December 31, 2011, that provides for, among other things, a lump-sum cash severance payment of $319,000 and 12 months of continued health care coverage under COBRA. In addition, Dr. Spink received a lump-sum cash bonus payment of $92,800 for 2011, and the exercise period of all exercisable stock options held by Dr. Spink was extended to the earlier of December 31, 2013 or the original expiration date of such stock options. The Spink Agreement also provides that the indemnification and confidentiality provisions of Dr. Spink’s Proprietary Information and Inventions Agreement executed on November 4, 2003, remain in full force and effect. In consideration of the entry into the Spink Agreement and the separation benefits described above, Dr. Spink provided the Company with a general release of claims against the Company. In addition, on December 31, 2009:

Before Change in ControlAfter Change in Control
Termination w/o Cause orTermination w/o Cause orChange
Officer and Position      Benefit     for Good Reason(1)     for Good Reason(2)     in Control(3)
Thomas B. Okarma, Ph.D., M.D.Severance$802,500   $802,500  
       President and Chief Executive Benefits            13,242                    24,756          
       OfficerOption and    
Restricted
Stock Vesting$2,051,225
Total$815,742$827,256$2,051,225
David L. GreenwoodSeverance$518,750$518,750
       Executive Vice President,Benefits13,24220,630
       Chief Financial OfficerOption and
Restricted
Stock Vesting$1,508,800
Total$531,992$539,380$1,508,800
Stephen M. Kelsey, M.D., F.R.C.P,
       F.R.C.PathSeverance$—$500,000
       Executive Vice President,Benefits—28,514
       Chief Medical Officer, OncologyOption and
Restricted
Stock Vesting$222,000
Total$—$528,514$222,000
David J. Earp, J.D., Ph.D.Severance$357,500$406,250
       Senior Vice President,Benefits18,08128,427
       Business Development andOption and
       Chief Patent CounselRestricted
Stock Vesting$747,163
Total$375,581$434,677$747,163
Jane S. Lebkowski, Ph.D.Severance$368,500$418,750
       Senior Vice President,Benefits13,20020,578
       Chief Scientific Officer,Option and
       Regenerative MedicineRestricted
Stock Vesting$827,213
Total$381,700$439,328$827,213
 
____________________

(1)Amounts represent lump sum severance payments and continued benefits that could be paid to the Named Executive Officer under such executive’s employment agreement as of December 31, 2009.
2011, the Company and Dr. Spink entered into a Consulting Agreement effective January 14, 2012 (the “Spink Consulting Agreement”), pursuant to which Dr. Spink agreed to serve as an independent consultant to the Company until March 31, 2012. As provided under the agreement, the term was extended to until June 30, 2012. The Company and Dr. Spink may each terminate the Spink Consulting Agreement at any time with thirty (30) days advance notice. The Spink Consulting Agreement provides that Dr. Spink will receive a consulting fee of $400 per hour. Under the Spink Consulting Agreement, Dr. Spink is entitled to continued vesting of currently unvested restricted stock awards and unvested stock options during the period that Dr. Spink continues to serve as a consultant to the Company and her performance-based restricted stock awards will remain eligible for vesting, in each case, conditioned on Dr. Spink’s continued service as a consultant and subject to vesting in accordance with the original terms of the award.



(2)Amounts represent lump sum payments and continued benefits that could be paid to the Named Executive Officer under the Company’s Severance Plan as adopted in December 2008 in the event of a termination in connection with a change in control on December 31, 2009. Any payments made under the Named Executive Officer’s employment agreement would be deducted from payments due under the Severance Plan.
(3)Amounts represent an estimate of the intrinsic value of options that would become fully vested and exercisable and restricted stock awards that would fully vest upon a change of control assuming a market value of $5.55 per share as of December 31, 2009.
Perquisites

     Executive Officers do not receive perquisites.Table of Contents

Tax and Accounting Implications for Executive Compensation

    The Compensation Committee is responsible to address the issues raised by Section 162(m) of the Code, which makes certain “non-performance-based” compensation to certain executives of the Company in excess of $1,000,000 non-deductible to the Company. To qualify as “performance-based” under Section 162(m), compensation payments must be determined pursuant to a plan, by a committee of at least two “outside” directors (as defined in the regulations promulgated under the Code) and must be based on achieving objective performance goals. In addition, the material terms of the plan must be disclosed to and approved by stockholders and the outside directors or the Compensation Committee, as applicable, must certify that the performance goals were achieved before payments can be awarded.

    The Compensation Committee will continue to examine the effects of Section 162(m), to monitor the level of compensation paid to the Company’sour executive officers and take appropriate action in response to the provisions of Section 162(m) to the extent practicable while maintaining competitive compensation practices. To maintain flexibility in compensating executive officers in a manner designed to promote varying corporate goals, the Compensation Committee reserves the right to recommend and award compensation that is not deductible under Section 162(m).

    In addition to considering the tax consequences, the Compensation Committee considers the accounting consequences of, including the impact of expenses being recognized in connection with equity awards, its decisions in determining the size and form of different equity-based awards.

COMPENSATION COMMITTEE REPORT

(1)(2)

    Our Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K and contained within this Proxy Statement with management and, based on such review and discussions, our Compensation Committee recommended to our Board that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated into our Annual Report on Form 10-K for the year ended December 31, 2009.
2011.

    Submitted on FebruaryMarch 22, 20102012 by the members of the Compensation Committee of the Board of Directors:

Alexander E. Barkas, Ph.D.Robert J. Spiegel, M.D., FACPCompensation Committee Chair
Patrick J. ZennerThomas Hofstaetter, Ph.D.Compensation Committee Member
____________________

(1)This Section is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing of the Company under the Securities Exchange Act of 1934, as amended (the Exchange Act), or the Securities Act of 1933, as amended (the Securities Act)

This Section is not “soliciting material,” is not deemed “ filed” with the SEC and is not to be incorporated by reference in any filing of the Company under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or the Securities Act of 1933, as amended (the “Securities Act”), whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.



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EXECUTIVE COMPENSATION TABLES

2011 Summary Compensation Table

    The following table includes information concerning compensation for the years ended December 31, 2011, 2010 and 2009 to the Principal Executive Officer, Principal Financial Officer, the three most highly compensated executive officers of the Company, and up to two additional individuals who would have been one of our three most highly compensated executive officers except for the fact that they were not serving as executive officers at December 31, 2011 (our “Named Executive Officers”).

All
StockOptionOther
SalaryBonusAwardsAwards CompensationTotal
Name and Principal Position     Year    ($)    ($)(1)    ($)(2)    ($)(2)    ($)(3)    ($)
John A. Scarlett, M.D.(4)
       President and Chief Executive Officer		2011$141,731$ —$ — $1,165,900   $12,091   $1,319,722
 
David L. Greenwood(5)2011$491,337$235,800$967,875$659,220$794,278 $3,148,510
       Former President, and Chief2010415,000165,100 555,975215,558  38,498 1,390,131
       Financial Officer2009  415,000 164,300 570,500606,35636,8171,792,973
 
Stephen M. Kelsey, M.D., F.R.C.P,2011$400,000$156,600$174,375$188,168$43,155$962,298
       F.R.C.Path., Executive Vice President,2010400,000159,100555,975215,558 36,6971,367,330
       Head of R&D, and Chief Medical Officer2009272,821158,400193,600735,06012,1011,371,982
 
Melissa A. Behrs2011$320,000$107,500$238,313$125,445$39,449$830,707
       Senior Vice President, Strategic2010320,000113,200400,450172,44638,2191,044,315
       Portfolio Management, Product2009320,000112,600423,800249,67637,0671,143,143
       Development and Manufacturing
 
David J. Earp, J.D., Ph.D.2011$325,000$109,200$392,925$125,445$37,425$989,995
       Senior Vice President, Corporate2010325,000114,900400,450143,70536,1951,020,250
       Transactions, and Chief Legal Officer2009325,000114,400423,800463,68435,7811,362,665
 
Thomas B. Okarma, Ph.D., M.D(6)2011$56,587$ —$ —$ —$1,089,866$1,146,453
       Former President and Chief2010535,000283,800666,800287,41016,3681,789,378
       Executive Officer2009535,000282,500717,2001,551,55815,7423,102,000
 
Jane S. Lebkowski, Ph.D.(7)2011$335,000$107,200$416,175$125,445$405,187$1,389,007
       Former Senior Vice President and2010335,000118,500489,850143,70535,8271,122,882
       Chief Scientific Officer2009335,000117,900423,800374,51435,2001,286,414
 
Katharine E. Spink, Ph.D.(8)2011$296,054$92,800$116,250$125,445$353,730$984,279
       Former Senior Vice President,
       Alliance Management and Cell
       Therapy Product Development
____________________
(1)Amounts represent cash payments for Annual Cash Incentives. See discussion on page 33.
 
(2)Amounts represent the aggregate grant date fair value of stock awards and option awards granted during fiscal years 2011, 2010 and 2009. For additional information, refer to Note 10 of the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2011 regarding assumptions underlying the valuation of equity awards and the calculation method. For 2011, amounts shown under the “Stock Awards” column excludes the grant date fair value for performance-based restricted stock awards of 40,000 shares each for Mr. Greenwood and Ms. Behrs, 80,000 shares for Dr. Kelsey and 10,000 shares each for Drs. Earp, Lebkowski and Spink granted in 2011 that vest upon attainment of certain performance conditions based upon the probable outcome of the performance conditions, which is consistent with the estimate of aggregate


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compensation cost to be recognized over the service period determined as of the grant date under FASB ASC Topic 718. The grant date fair value of the restricted stock awards with performance-related conditions determined in accordance with FASB ASC Topic 718 based upon achieving maximum level of performance under the respective performance conditions is $186,000 each for Mr. Greenwood and Ms. Behrs, $372,000 for Dr. Kelsey and $46,500 each for Drs. Earp, Lebkowski and Spink. Refer to the supplemental table on page 46 for information as to each Named Executive Officers unvested stock award holdings and vested and unvested stock option holdings and page 44 for the number of stock awards and option awards granted during 2011.

(3)Amounts shown include: (i) housing and travel allowance; (ii) the net portion of life and health insurance premiums paid by the Company; (iii) the matching contributions made to the Geron 401(k) Plan on behalf of the Named Executive Officers; (iv) contributions toward tax return preparation services; (v) severance and COBRA continuation payments under employment agreements upon separation from the Company; and (vi) consulting fees paid to Dr. Okarma under his consulting agreement following his separation from the Company as follows:

Severance/
HousingCOBRA
andContinuation/
Travel401(k)Tax ReturnConsulting
Allowance  PremiumsMatchPreparationFeesTotal
Name      Year     ($)     ($)     ($)(a)     ($)     ($)     ($)
John A. Scarlet, M.D.2011$8,409$3,682$—$—    $—   $12,091
 
David L. Greenwood2011  $— $14,728 $22,000 $2,550$755,000$794,278
 2010 —  13,868  22,000 2,630—38,498
2009 — 13,242 22,0001,575—36,817
 
Stephen M. Kelsey, M.D.,2011$—$20,275$22,000 $880$—$43,155
       F.R.C.P, F.R.C.Path.2010—19,04516,5001,152  —36,697
2009— 12,101— ——12,101
 
Melissa A. Behrs2011$—$20,449$16,500$2,500$—$39,449
2010—19,21916,5002,500—  38,219
2009—18,06716,5002,500—37,067
 
David J. Earp, J.D., Ph.D.2011$—$20,275$16,500$650$—37,425
2010—19,04516,500650—36,195
2009—18,08116,5001,200—35,781
 
Thomas B. Okarma,2011$—$6,921$—$—$1,082,945$1,089,866
       Ph.D., M.D.2010—13,868—2,500—16,368
2009—13,242—2,500—15,742
 
Jane S. Lebkowski, Ph.D.2011$—$14,687$22,000$—$368,500$405,187
2010—13,82722,000——35,827
2009—13,20022,000——35,200
 
Katharine E. Spink, Ph.D.2011$—$18,230$16,500$—$319,000$353,730
____________________
(a)Under Geron’s 401(k) Plan, all participating employees may contribute up to the annual Internal Revenue Service contribution limit. In December 2011, 2010 and 2009, the Board approved a matching contribution equal to 100% of each employee’s annual contributions during 2011, 2010 and 2009, respectively. The matching contribution is invested in Geron Common Stock and vests ratably over four years for each year of service completed by the employee, commencing from the date of hire, until


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it is fully vested when the employee has completed four years of service. The 2011 match was made on January 3, 2012 at $1.56 per share. The 2010 match was made on January 3, 2011 at $5.26 per share. The 2009 match was made on January 4, 2010 at $6.22 per share.

(4)Dr. Scarlett joined the Company in September 2011.
(5)Mr. Greenwood was appointed President, Interim Chief Executive Officer and Chief Financial Officer in February 2011. In September 2011, he became President and Chief Financial Officer. Mr. Greenwood separated employment from the Company in December 2011.
(6)Dr. Okarma separated employment from the Company in February 2011.
(7)Dr. Lebkowski’s position was eliminated in connection with the Company’s decision in November 2011 to exclusively focus on its oncology programs and discontinue further development of its stem cell programs.
(8)Dr. Spink’s position was eliminated in connection with the Company’s decision in November 2011 to exclusively focus on its oncology programs and discontinue further development of its stem cell programs. Dr. Spink was not a Named Executive Officer prior to 2011.


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Grants of Plan-Based Awards for 2011

    The following table sets forth information with respect to the stock options and restricted stock awards granted during the year ended December 31, 2011 to each of the Named Executive Officers as listed in the Summary Compensation Table shown under the caption “Executive Compensation Tables.”

All
AllOther
OtherStock
OptionAwards:Exercise
Awards:Numberor BaseGrant Date
Estimated FutureNumber ofofPriceFair Value of
Payouts Under EquitySecuritiesShares ofof StockStock and
Incentive Plan AwardsUnderlyingStock orOptionOption
GrantThresholdTargetMaximumOptionsUnitsAwardsAwards
Name   Date  (#)  (#)  (#)  (#)  (#)  ($/Sh)  ($)(1)
John A. Scarlett, M.D.9/29/11(2)———1,000,000—$2.16   $1,165,900   
 
David L. Greenwood3/9/11(8)———150,000—$5.00$408,330
3/9/11(9)———   —     75,000    —  375,000
5/20/11(3)—— — 100,000— 4.65250,890
5/20/11(4)— ———50,000 — 232,500
 5/20/11(7) ————  77,500—  360,375
5/20/11(5)—20,000—— — —93,000
5/20/11(6)—20,000————93,000
 
Stephen M. Kelsey, M.D.,5/20/11(3)———75,000—$4.65$188,168
       F.R.C.P, F.R.C.Path.5/20/11(4)————37,500—174,375
5/20/11(5)—40,000————186,000
5/20/11(6)—40,000————186,000
 
Melissa A. Behrs5/20/11(3)———50,000—$4.65$125,445
5/20/11(4)————25,000—116,250
5/20/11(7)————26,250—122,063
5/20/11(5)—20,000————93,000
5/20/11(6)—20,000————93,000
 
David J. Earp, J.D., Ph.D.5/20/11(3)———50,000—$4.65$125,445
5/20/11(4)————25,000—116,250
5/20/11(7)————59,500—276,675
5/20/11(5)—5,000————23,250
5/20/11(6)—5,000————23,250
 
Jane S. Lebkowski, Ph.D.5/20/11(3)———50,000—$4.65$125,445
5/20/11(4)————25,000—116,250
5/20/11(7)————64,500—299,925
5/20/11(5)—5,000————23,250
5/20/11(6)—5,000————23,250
 
Katharine E. Spink, Ph.D.5/20/11(3)———50,000—$4.65$125,445
5/20/11(4)————25,000—116,250
5/20/11(5)—5,000————23,250
5/20/11(6)—5,000————23,250



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____________________

(1)      

Amounts represent the grant date fair value of stock options and restricted stock awards calculated in accordance with FASB ASC Topic 718. For additional information, refer to Note 10 of the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2011 regarding assumptions underlying the valuation of equity awards and the calculation method.

(2)

Stock option vests as follows: (i) 125,000 shares on March 29, 2012 and (ii) the remaining 875,000 shares in a series of 42 equal monthly installments commencing March 29, 2012, provided the executive officer continues to provide services to the Company.

(3)

Stock option vests in a series of 48 equal consecutive monthly installments commencing on May 20, 2011, provided the executive officer continues to provide services to the Company.

(4)

Restricted stock award vests in a series of four equal consecutive annual installments commencing on May 28, 2011, provided the executive officer continues to provide services to the Company.

(5)

Restricted stock award vests in full upon achievement of a clinical development milestone related to Phase 2 clinical trial data for the GRN1005 program during a 19-month performance period.

(6)

Restricted stock award vests upon achievement of a clinical development milestone related to Phase 3 clinical trials for the GRN1005 program during a 37-month performance period.

(7)

Restricted stock award vests in a series of two equal consecutive annual installments commencing on May 28, 2011, provided the executive officer continues to provide services to the Company.

(8)

Stock option vests in a series of 48 equal consecutive monthly installments commencing on February 8, 2011, provided the executive officer continues to provide services to the Company.

(9)

Restricted stock award vests in a series of four equal consecutive annual installments commencing on February 8, 2011, provided the executive officer continues to provide services to the Company.



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Outstanding Equity Awards Value at Fiscal Year-End

    The following table includes information with respect to the value of all outstanding equity awards previously awarded to the Named Executive Officers as of December 31, 2011.

Option AwardsStock Awards
Equity
Incentive
EquityPlan
IncentiveAwards:
MarketPlanMarket or
ValueAwards:Payout
ofNumberValue of
SharesofUnearned
orShares,Shares,
NumberNumberUnitsUnits orUnits or
ofofNumber ofofOtherOther
SecuritiesSecuritiesShares orStockRightsRights
UnderlyingUnderlyingUnits ofThatThatThat
UnexercisedUnexercisedOptionStockHaveHaveHave
OptionsOptionsExerciseOptionThat HaveNotNotNot
GrantExercisableUnexercisablePriceExpirationGrantNot VestedVestedVestedVested
Name    Date   (#)   (#)   ($)   Date   Date   (#)   ($)(1)   (#)   ($)(1)
John A. Scarlett, M.D.9/29/11(2)—1,000,000$  2.169/29/21
 
David L. Greenwood(3)6/27/0250,000—$8.236/27/125/28/08(6)9,375$13,875
9/5/02145,000—$3.769/5/125/29/09(6)18,750$27,750
 5/30/0375,000—$5.085/30/135/19/10(6)28,125$41,625
5/27/0475,000—$7.565/27/147/9/10(7)20,000$29,600
5/6/0585,000—$6.40 5/6/157/9/10(8)20,000$29,600
5/24/06  125,000 — $6.63 5/24/16 7/9/10(9)140,000 $207,200
5/23/0775,000— $9.325/23/177/9/10(10) 120,000$177,600
 5/28/08(5)67,1887,812 $3.975/28/183/9/11(6)75,000$111,000
5/28/08221,341— $3.975/28/185/20/11(6)50,000 $74,000
5/29/09(5)48,43826,562$6.525/29/195/20/11(13)77,500$114,700 
5/29/0935,000 —$6.525/29/195/20/11(11)20,000 $29,600
5/29/0920,000—$6.525/29/195/20/11(12)20,000$29,600
5/29/0940,000—$6.525/29/19
5/19/10(5)29,68845,312$5.295/19/20
3/9/11(5)31,250118,750$5.003/9/21 
5/20/11(5)14,58385,417$4.655/20/21
 
Stephen M. Kelsey, M.D.,5/20/09(4)133,33366,667$6.765/20/195/19/10(6)28,125$41,625
       F.R.C.P, F.R.C.Path.5/19/10(5)29,68845,312$5.295/19/207/9/10(7)140,000$207,200
5/20/11(5)10,93864,062$4.655/20/217/9/10(8)20,000$29,600
7/9/10(9)20,000$29,600
7/9/10(10)120,000$177,600
5/20/11(6)37,500$55,500
5/20/11(11)40,000$59,200
5/20/11(12)40,000$59,200



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Option AwardsStock Awards
Equity
Incentive
EquityPlan
IncentiveAwards:
MarketPlanMarket or
ValueAwards:Payout
ofNumberValue of
SharesofUnearned
orShares,Shares,
NumberNumberUnitsUnits orUnits or
ofofNumber ofofOtherOther
SecuritiesSecuritiesShares orStockRightsRights
UnderlyingUnderlyingUnits ofThatThatThat
UnexercisedUnexercisedOptionStockHaveHaveHave
OptionsOptionsExerciseOptionThat HaveNotNotNot
  Grant  Exercisable  Unexercisable  Price  Expiration  Grant  Not Vested  Vested  Vested  Vested
Name Date(#)(#)($)DateDate(#)($)(1)(#)($)(1)
Melissa A. Behrs4/8/0215,000—    $  7.49    4/8/125/28/08(6)6,250    $9,250            
9/5/0218,961— $3.769/5/125/29/09(6) 12,500$18,500
5/30/0317,968—$5.08 5/30/135/19/10(6)18,750$  27,750
5/27/04 37,500— $7.565/27/147/9/10(7)105,000$155,400
5/6/0560,000—$6.405/6/157/9/10(8) 15,000 $22,200
5/24/0660,000 — $6.635/24/167/9/10(9)   15,000 $22,200
5/23/07 50,000—$9.325/23/177/9/10(10) 90,000$133,200
5/28/08(5)44,792 5,208$3.97 5/28/185/20/11(6)25,000$37,000
5/28/0814,167—$3.975/28/185/20/11(13)26,250$38,850
5/29/09(5)32,29217,708$6.525/29/195/20/11(11)20,000$29,600
 5/29/0920,000—$6.525/29/195/20/11(12)20,000$29,600
5/19/10(5)19,79230,208$5.295/19/20
5/19/10(14)7,5002,500$5.295/19/20
5/20/11(5)7,29242,708$4.655/20/21
 
David J. Earp, J.D., Ph.D.6/27/0236,000—$8.236/27/125/28/08(6)6,250$9,250
9/5/0265,000—$3.769/5/125/29/09(6)12,500$18,500
5/30/0337,500—$5.085/30/135/19/10(6)18,750$27,750
5/27/0450,000—$7.565/27/147/9/10(7)15,000$22,200
5/6/0560,000—$6.405/6/157/9/10(8)15,000$22,200
5/24/0693,750—$6.635/24/167/9/10(9)105,000$155,400
5/23/0750,000—$9.325/23/177/9/10(10)90,000$133,200
5/28/08(5)44,7925,208$3.975/28/185/20/11(6)25,000$37,000
5/29/09(5)32,29217,708$6.525/29/195/20/11(13)59,500$88,060
5/29/0935,000—$6.525/29/195/20/11(11)5,000$7,400
5/29/0920,000—$6.525/29/195/20/11(12)5,000$7,400
5/29/0925,000—$6.525/29/19
5/19/10(5)19,79230,208$5.295/19/20
5/20/11(5)7,29242,708$4.655/20/21
 
Thomas B. Okarma, Ph.D.,6/27/0260,000—$8.236/27/127/9/10(7)67,500$99,900
       M.D.(15)9/5/02245,000—$3.769/5/127/9/10(8)67,500$99,900
5/30/03100,000—$5.085/30/13 7/9/10(9)67,500$99,900
5/27/04100,000—$7.565/27/147/9/10(10)135,000$199,800
5/6/05110,000—$6.405/6/15
5/24/06175,000—$6.635/24/16
5/23/07100,000—$9.325/23/17
5/28/08100,000—$3.975/28/18
5/28/08285,000—$3.975/28/18
5/29/09100,000—$6.525/29/19
5/29/0935,000—$6.525/29/19
5/29/09300,000—$6.525/29/19
5/19/10100,000—$5.295/19/20



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Option AwardsStock Awards
Equity
Incentive
EquityPlan
IncentiveAwards:
MarketPlanMarket or
ValueAwards:Payout
ofNumberValue of
SharesofUnearned
orShares,Shares,
NumberNumberUnitsUnits orUnits or
ofofNumber ofofOtherOther
SecuritiesSecuritiesShares orStockRightsRights
UnderlyingUnderlyingUnits ofThatThatThat
UnexercisedUnexercisedOptionStockHaveHaveHave
OptionsOptionsExerciseOptionThat HaveNotNotNot
GrantExercisableUnexercisablePriceExpirationGrantNot VestedVestedVestedVested
Name    Date   (#)   (#)   ($)   Date   Date   (#)   ($)(1)   (#)   ($)(1)
Jane S. Lebkowski,6/27/0236,000—   $8.23   6/27/125/28/08(6)6,250  $9,250          
       Ph.D.(16)9/5/0270,000—$3.769/5/125/29/09(6)12,500$  18,500
5/30/03 37,500— $5.085/30/135/19/10(6)18,750$27,750
5/27/04 50,000—$7.565/27/147/9/10(7)    20,000$29,600
5/6/0560,000— $6.405/6/15 7/9/10(8) 130,000  $192,400
5/24/0675,000—$6.635/24/167/9/10(9)30,000$44,400
5/23/0750,000 —$9.32 5/23/177/9/10(10) 120,000$177,600
 5/28/08(5)44,7925,208$3.975/28/185/20/11(6)25,000$37,000
5/28/0845,000—$3.975/28/185/20/11(13)64,500$95,460
5/29/09(5)32,292 17,708 $6.525/29/195/20/11(11)5,000$7,400
5/29/0910,000—$6.525/29/195/20/11(12)5,000$7,400
5/29/0920,000—$6.52 5/29/19
5/29/0925,000—$6.525/29/19
5/19/10(5)19,79230,208$5.295/19/20
5/20/11(5)7,29242,708$4.655/20/21
  
Katharine E. Spink,12/17/0330,000—$10.0112/17/135/28/08(6)1,093$1,618
       Ph.D.(17)5/27/044,849—$7.565/27/145/29/09(6)12,500$18,500
5/6/0512,000—$6.405/6/155/19/10(6)18,750$27,750
5/24/0613,130—$6.635/24/165/20/11(6)25,000$37,000
5/23/077,000—$9.325/23/177/9/10(7)10,000$14,800
5/28/08(5)7,839911$3.975/28/187/9/10(8)90,000$133,200
5/29/09(5)32,29217,708$6.525/29/197/9/10(9)35,000$51,800
5/19/10(5)19,79230,208$5.295/19/207/9/10(10)90,000$133,200
5/20/11(5)7,29242,708$4.655/20/215/20/11(11)5,000$7,400
5/20/11(12)5,000$7,400
____________________

(1)      Amounts represent an estimate of the market value of unvested restricted stock awards as of December 31, 2011, assuming a market value of $1.48 per share.
(2)Stock option vests as follows: 125,000 shares on March 29, 2012, and the remaining 875,000 shares in a series of 42 equal consecutive monthly installments commencing on March 29, 2012, provided the executive officer continues to provide services to the Company.
(3)Mr. Greenwood was appointed President, Interim Chief Executive Officer and Chief Financial Officer in February 2011. In September 2011, he became President and Chief Financial Officer. Mr. Greenwood separated employment from the Company in December 2011.
(4)Stock option vests as follows: 25,000 shares on October 27, 2009, and the remaining 175,000 shares in a series of 42 equal consecutive monthly installments commencing on October 27, 2009, provided the executive officer continues to provide services to the Company.


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(5)Stock option vests in a series of 48 equal consecutive monthly installments commencing on the date of grant, provided the executive officer continues to provide services to the Company.
(6)Restricted stock award vests in a series four equal annual installments commencing on the date of grant, provided the executive officer continues to provide services to the Company.
(7)Restricted stock award vests in full upon achievement of a clinical development milestone related to Phase 2 clinical trial data for the imetelstat program during a three-year performance period.
(8)Restricted stock award vests in full upon achievement of a clinical development milestone related to Phase 1 clinical trial data for the GRNOPC1 program during a three-year performance period.
(9)Restricted stock award vests in full upon completion of a specific strategic initiative related to the Company’s cell therapy programs during a three-year performance period.
(10)      Restricted stock award vests in full following a three-year performance period upon attainment of a market price threshold of our Common Stock within 24 months and a higher market price threshold of our Common Stock within 36 months.
(11)Restricted stock award vests in full upon achievement of a clinical development milestone related to Phase 2 clinical trial data for the GRN1005 program during a 19-month performance period.
(12)Restricted stock award vests upon achievement of a clinical development milestone related to Phase 3 clinical trials for the GRN1005 program during a 37-month performance period.
(13)Restricted stock award vests in a series of two equal consecutive annual installments commencing on May 28, 2011, provided the executive officer continues to provide services to the Company.
(14)Stock option vests in a series of 24 equal consecutive monthly installments commencing in June 2010, provided the executive officer continues to provide services to the Company.
(15)Dr. Okarma separated employment from the Company in February 2011.
(16)Dr. Lebkowski’s position was eliminated in connection with the Company’s decision in November 2011 to exclusively focus on its oncology programs and discontinue further development of its stem cell programs.
(17)Dr. Spink’s position was eliminated in connection with the Company’s decision in November 2011 to exclusively focus on its oncology programs and discontinue further development of its stem cell programs.

Option Exercises and Stock Awards Vested in 2011

    The following table includes certain information with respect to the options exercised and restricted stock awards vested by the Named Executive Officers during the year ended December 31, 2011.

Option AwardsStock Awards
Number ofValueNumber ofValue
Shares AcquiredRealized onShares AcquiredRealized on
On ExerciseExerciseOn VestingVesting
Name      (#)     ($)     (#)     ($)
John A. Scarlett, M.D.—$—     —       $—  
David L. Greenwood— $—75,000 $334,219
Stephen M. Kelsey, M.D., F.R.C.P, F.R.C.Path. —$— 39,375$186,319 
Melissa A. Behrs—$— 55,000  $245,063
David J. Earp, J.D., Ph.D.—$—55,000$245,063
Thomas B. Okarma, Ph.D., M.D.—$—170,000$447,100
Jane S. Lebkowski, Ph.D.—$—55,000$245,063
Katharine E. Spink, Ph.D.—$—44,469$197,931

Pension Benefits

    None of the Named Executive Officers participates in or has an account balance under qualified or non-qualified defined benefit plans sponsored by the Company.



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Non-Qualified Deferred Compensation

    None of the Named Executive Officers participates in or has an account balance under non-qualified defined contribution plans or other deferred compensation plans maintained by the Company.

Potential Payments Upon Termination or Change in Control

    See discussion of potential payments upon termination or change in control in the section entitled, “Compensation Discussion and Analysis—Severance and Change in Control Benefits.”

    The table below summarizes the potential payments under the Severance Plan, individual employment agreements for the Named Executive Officers and our equity plans if a qualifying termination and/or change in control event occurred on December 31, 2011:

Before Change in
ControlAfter Change in ControlChange in
TerminationTermination WithoutControl
Without Cause orCause orWithout
Officer and Position    Benefit   for Good Reason(1)   for Good Reason(2)(3)   Termination(3)
John A. Scarlett, M.D.Severance     $1,100,000              $825,000                    
       President and Chief Executive OfficerBenefits14,728 29,328 
Option and     
 Restricted   
Stock Vesting —— $—
Total$1,114,728$854,328$— 
 
David L. Greenwood(4)Severance$755,000$—
       Former President and ChiefBenefits14,728—
       Financial OfficerOption and
Restricted
Stock Vesting——$886,150
Total$769,728$—$886,150
 
Stephen M. Kelsey, M.D., F.R.C.P,
       F.R.C.Path.Severance$—$500,000
       Executive Vice President,Benefits—33,957
       Head of R&D, and Chief Medical OfficerOption and
Restricted
Stock Vesting—659,525$659,525
Total$—$1,193,482$659,525
 
Melissa A. BehrsSeverance$352,000$400,000
       Senior Vice President, StrategicBenefits20,44934,175
       Portfolio Management, ProductOption and
       Development and ManufacturingRestricted
Stock Vesting—523,550$523,550
Total$372,449$957,725$523,550
 
David J. Earp, J.D., Ph.D.Severance$357,500$406,250 
       Senior Vice President,Benefits20,27533,957
       Corporate Transactions,Option and
       and Chief Legal OfficerRestricted
Stock Vesting—528,360$528,360
Total$377,775$968,567$528,360



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Before Change in
ControlAfter Change in ControlChange in
TerminationTermination WithoutControl
Without Cause orCause orWithout
Officer and Position    Benefit   for Good Reason(1)   for Good Reason(2)(3)   Termination(3)
Thomas B. Okarma, Ph.D., M.D.(5)Severance      $  886,981             $—                 
       Former President and ChiefBenefits24,000—
       Executive OfficerOption and
Restricted 
Stock Vesting——$499,500
Total$910,981$—$499,500
 
Jane S. Lebkowski, Ph.D.(6)Severance$368,500$—
       Former Senior Vice President andBenefits14,687—
       Chief Scientific OfficerOption and
Restricted
Stock Vesting——$646,760
Total$383,187$—$646,760
 
Katharine E. Spink, Ph.D.(7)Severance$319,000$—
       Former Senior Vice President, AllianceBenefits18,230—
       Management and Cell Therapy Option and  
       Product DevelopmentRestricted    
Stock Vesting—  —  $432,668
Total$337,230$—$432,668
____________________

(1)      Amounts represent lump sum severance payments and continued benefits that could be paid to the Named Executive Officer under such executive’s employment agreement as of December 31, 2011.
(2)Amounts represent lump sum payments and continued benefits that could be paid to the Named Executive Officer under our Severance Plan in the event of a qualifying termination in connection with a change in control on December 31, 2011. Any payments made under the Named Executive Officer’s employment agreement would be deducted from payments due under the Severance Plan.
(3)Amounts represent an estimate of the intrinsic value of options that would become fully vested and exercisable and restricted stock awards that would fully vest upon a change in control based on a market value of $1.48 per share of common stock as of December 31, 2011. Since Drs. Okarma, Lebkowski and Spink and Mr. Greenwood maintain consulting arrangements with the Company, their unvested options and restricted stock awards would become fully vested upon a change in control in accordance with the original terms of the awards.
(4)Mr. Greenwood was appointed President, Interim Chief Executive Officer and Chief Financial Officer in February 2011. In September 2011, he became President and Chief Financial Officer. Mr. Greenwood separated employment from the Company in December 2011. Amounts shown in the table above represent the value of severance and other benefits provided in connection with Mr. Greenwood’s termination. See “2011 Compensation Decisions—Severance and Change in Control Benefits” for a description of the benefits Mr. Greenwood received in connection with his separation.
(5)Dr. Okarma separated employment from the Company in February 2011. Amounts shown in the table above represent the value of severance and other benefits provided in connection with Dr. Okarma’s termination. See “2011 Compensation Decisions—Severance and Change in Control Benefits” for a description of the benefits Dr. Okarma received in connection with his separation.
(6)Dr. Lebkowski’s position was eliminated in connection with the Company’s decision in November 2011 to exclusively focus on its oncology programs and discontinue further development of its stem cell programs. Amounts shown in the table above represent the value of severance and other benefits provided in connection with Dr. Lebkowski’s termination. See “2011 Compensation Decisions—Severance and Change in Control Benefits” for a description of the benefits Dr. Lebkowski received in connection with her separation.


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(7)      Dr. Spink’s position was eliminated in connection with the Company’s decision in November 2011 to exclusively focus on its oncology programs and discontinue further development of its stem cell programs. Amounts shown in the table above represent the value of severance and other benefits provided in connection with Dr. Spink’s termination. See “2011 Compensation Decisions—Severance and Change in Control Benefits” for a description of the benefits Dr. Spink received in connection with her separation.

EQUITY COMPENSATION PLANS

    The following table summarizes information with respect to equity awards under Geron’s equity compensation plans at December 31, 2011:

Number ofWeighted-Number of securities
securities to beaverageremaining available for
issued upon exerciseexercise pricefuture issuance under
of outstandingof outstandingequity compensation
options, warrantsoptions, warrantsplans (excluding securities
and rightsand rightsreflected in column (a))
     (a)     (b)     (c)
Equity compensation plans approved by                                                
       security holders 14,355,548(1)$5.51 14,948,042(2)
Equity compensation plans not approved by    
       security holders 595,000(3) $4.48 —
       Total14,950,548$5.4714,948,042
____________________

(1)      Consists of 227,000 shares to be issued upon exercise of outstanding options under the 1992 Stock Option Plan, 10,223,400 shares under the 2002 Equity Incentive Plan, 2,587,867 shares under the 2011 Incentive Award Plan, 460,000 shares under the 1996 Directors’ Stock Option Plan and 857,281 shares under the 2006 Directors Plan.
(2)Consists of 474,544 shares of Common Stock reserved for issuance under Geron’s 1996 Employee Stock Purchase Plan, 13,154,532 shares of Common Stock reserved for issuance under Geron’s 2011 Incentive Award Plan and 1,318,966 shares of Common Stock reserved for issuance under Geron’s 2006 Directors Plan. No shares are available for issuance under Geron’s 1992 Stock Option Plan, 2002 Equity Incentive Plan or 1996 Directors’ Stock Option Plan.
(3)Represents outstanding warrants issued in conjunction with consulting services. For further details, see Note 10 of the consolidated financial statements in our Annual Report on Form 10-K filed with the SEC on March 7, 2012.

PROPOSAL 4

RATIFICATION OF SELECTION OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

    On the recommendation of the Audit Committee, the Board has selected Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2012, and has further directed that management submit the selection of the independent registered public accounting firm for ratification by the stockholders at the Annual Meeting. Ernst & Young LLP has served as our independent registered public accounting firm since 1992. Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting, will have an opportunity to make a statement if they so desire, and will be available to respond to appropriate questions from stockholders.

    We have been informed by Ernst & Young LLP that, to the best of their knowledge, neither the firm nor any of its members or their associates has any direct financial interest or material indirect financial interest in the Company or its affiliates.



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    Stockholder ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm is not required by our Bylaws or otherwise. However, the Board is submitting the selection of Ernst & Young LLP to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the Audit Committee and the Board will reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee and the Board in their discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if they determine that such a change would be in the best interest of the Company and its stockholders.

Vote Required and Board Recommendation

    Stockholder ratification of Ernst & Young LLP as our independent registered public accounting firm requires the affirmative vote of the holders of a majority of the votes cast in person or by proxy at this meeting. Abstentions and broker non-votes will have no effect on the outcome of this proposal.

The Board of Directors Unanimously Recommends That
Stockholders VoteFOR Proposal 4

PRINCIPAL ACCOUNTANT FEES AND SERVICES

    The Audit Committee maintains policies and procedures for the pre-approval of work performed by the independent registered public accounting firm. Under the Audit Committee’s charter, all engagements of the independent registered public accounting firm must be approved in advance by the Audit Committee. The Chairperson of the Audit Committee must be notified at any time the fees for a specific project exceed 20% of the approved budget for authorization to continue the project. Management recommendations will be considered in connection with such engagements, but management will have no authority to approve engagements. For each quarterly Audit Committee meeting, management prepares a schedule of all fees paid to Ernst & Young LLP during the previous quarter and estimated fees for projects contemplated in the following quarter.

    Upon recommendation by the Audit Committee, the Board selected Ernst & Young LLP to act in the same capacity for the year ending December 31, 2012. We have been informed by Ernst & Young LLP, to the best of their knowledge, that neither the firm nor any of its members or their associates has any financial interest, direct or indirect in the Company or its affiliates.

Audit Fees and All Other Fees

    The Audit Committee approved 100% of all audit, tax and other services provided by Ernst & Young LLP in 2011 and 2010. The total fees paid to Ernst & Young LLP for the last two fiscal years are as follows:

Fiscal Year Ended     Fiscal Year Ended
December 31, 2011December 31, 2010
Audit Fees(1)$488,164 $653,693 
Tax Fees(2)9,81333,146
All Other Fees1,9951,995
____________________

(1)Audit Fees include the integrated audit of annual consolidated financial statements and internal control over financial reporting, audits of certain subsidiaries, reviews of quarterly consolidated financial statements included in Quarterly Reports on Forms 10-Q, consultations on matters addressed during the audit or quarterly reviews, and services provided in connection with SEC filings, including consents and comment and comfort letters.
(2)Tax Fees consist of services related to the filing of tax returns and other assistance with tax compliance.


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AUDIT COMMITTEE REPORT

    The Audit Committee of Geron Corporation’s Board of Directors is comprised of three independent directors as required by the listing standards of the NASDAQ Global Select Market (NASDAQ). The Audit Committee operates pursuant to a written charter adopted and amended by the Board in May 2011. A copy of the Committee’s amended and restated charter is available on our website at http://www.geron.com.

    The members of the Audit Committee are Ms. Eastham (Chairperson) and Messrs. Fritzky and Kiley. The Board has determined that all members of the Committee are financially literate as required by NASDAQ. The Board has also determined that Ms. Eastham is an audit committee financial expert as defined by NASDAQ.

    The function of the Audit Committee is to assist the Board in fulfilling its oversight responsibilities regarding (i) the quality and integrity of our financial statements, (ii) our compliance with legal and regulatory requirements, (iii) the qualifications and independence of the independent registered public accounting firm serving as our auditors and (iv) the performance of the independent registered public accounting firm.

    Management is responsible for the Company’s internal controls and financial reporting. The independent registered public accounting firm is responsible for performing an independent audit of the Company’s consolidated financial statements in accordance with generally accepted auditing standards and to issue a report thereon. The Audit Committee’s responsibility is to monitor and oversee these processes.

    In this context, the Audit Committee hereby reports as follows:

1)The Audit Committee has reviewed and discussed the audited financial statements of the Company as of and for the year ended December 31, 2011 with management and the independent registered public accounting firm serving as the Company’s independent auditors.
2)The Audit Committee has discussed with the independent auditors the matters required to be discussed by Statement on Auditing Standards No. 61 (Communication with Audit Committees) as adopted by the Public Company Accounting Oversight Board in Rule 3200T, other professional standards, membership provisions of the SEC Practice Session, and other SEC rules, as currently in effect.
3)The Audit Committee has received the written disclosures and the letter from the independent auditors required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees), as currently in effect, and it has discussed with the auditors their independence from the Company.
4)The Audit Committee has considered whether the independent auditors’ provision of non-audit services to the Company is compatible with maintaining the auditors’ independence.

    Based on the reports and discussions described above, the Audit Committee recommended to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011, for filing with the SEC.

    Submitted on March 19, 2012 by the members of the Audit Committee of the Company’s Board of Directors.

Karin Eastham (Chairperson)
Edward V. Fritzky
Thomas D. Kiley, Esq.
____________________

This Section is not “soliciting material,” is not deemed “ filed” with the SEC and is not to be incorporated by reference in any filing of the Company under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or the Securities Act of 1933, as amended (the “Securities Act”), whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.



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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

    The following table sets forth the amount and percentage of the outstanding shares of Common Stock, which, according to the information supplied to the Company, are beneficially owned by: (i) each person who, to the best of our knowledge based exclusively on Schedules 13G filed with the Securities and Exchange Commission (SEC), is the beneficial owner of more than 5% of our outstanding Common Stock, (ii) each person who served as a director in 2011, three of whom are also nominees for election as directors, (iii) each Named Executive Officer, as defined on page 28 and (iv) all current directors and executive officers as a group. Unless otherwise indicated, the address for each of the stockholders in the table below is c/o Geron Corporation, 230 Constitution Drive, Menlo Park, CA 94025. Except for information based on Schedules 13G, as indicated in the footnotes, beneficial ownership is stated as of February 10, 2012.

Beneficial Ownership(1)
Number of     Percent of
Beneficial Owner SharesTotal
Directors/Nominees and Named Executive Officers:
Alexander E. Barkas, Ph.D.(2)767,160*
Karin Eastham(3)184,500*
Edward V. Fritzky(4)400,375*
Thomas Hofstaetter, Ph.D.(5)118,016*
Charles J. Homcy, M.D.(6)177,751*
Hoyoung Huh, M.D., Ph.D.(7)185,104*
Thomas D. Kiley, Esq.(8)472,175*
Robert J. Spiegel, M.D., FACP(9)87,037*
Melissa A. Behrs(10)844,296*
David J. Earp, J.D., Ph.D.(11)1,114,048*
David L. Greenwood(12)1,952,9281.46%
Stephen M. Kelsey, M.D., F.R.C.P., F.R.C.Path.(13)694,745*
Jane S. Lebkowski, Ph.D.(14)1,202,035*
Thomas B. Okarma, Ph.D., M.D.(15)2,584,5601.92%
John A. Scarlett, M.D.(16)200,000*
Katharine E. Spink, Ph.D.(17)488,479 *
All directors and executive officers as a group (14 persons)4,975,9723.69%
5% Beneficial Holders:
BlackRock, Inc.(18)8,118,5036.13%
       40 East 52ndStreet, New York, NY 10022
____________________

*Represents beneficial ownership of less than 1% of Common Stock.
(1)Beneficial ownership is determined in accordance with the rules of the SEC. In computing the number of shares beneficially owned by a person and the percentage of ownership of that person, shares of Common Stock subject to options held by that person that are currently exercisable or exercisable within 60 days of February 10, 2012 are deemed outstanding. Such shares, however, are not deemed outstanding for the purpose of computing the percentage ownership of each other person. The persons named in this table, to the best of our knowledge, have sole voting and investment power with respect to all shares of Common Stock shown as beneficially owned by them, subject to community property laws where applicable and except as indicated in the other footnotes to this table.
(2)Includes 275,622 shares held directly by the Barkas-Wijcik Trust, 882 shares held by Lynda Wijcik, the spouse of Dr. Barkas and 490,656 shares issuable upon the exercise of outstanding options held by Dr. Barkas exercisable within 60 days of February 10, 2012. Dr. Barkas passed away in November 2011.
(3)Includes 5,625 shares held directly by Karin Eastham, 68,375 shares held under unvested restricted stock awards by Ms. Eastham and 110,500 shares issuable upon the exercise of outstanding options held by Ms. Eastham exercisable within 60 days of February 10, 2012.


Table of Contents

(4)Includes 117,085 shares held directly by Edward V. Fritzky, 76,373 shares held under unvested restricted stock awards and 206,917 shares issuable upon the exercise of outstanding options held by Mr. Fritzky exercisable within 60 days of February 10, 2012.
(5)Includes 4,938 shares held directly by Thomas Hofstaetter, 56,703 shares held under unvested restricted stock awards and 56,375 shares issuable upon the exercise of outstanding options held by Dr. Hofstaetter joinedexercisable within 60 days of February 10, 2012.
(6)Includes 62,751 shares held by Charles J. Homcy and 115,000 shares issuable upon the exercise of outstanding options held by Dr. Homcy exercisable within 60 days of February 10, 2012. Dr. Homcy retired from the Board in May 2011.
(7)Includes 9,375 shares held by Hoyoung Huh, 121,875 shares held under unvested restricted stock awards and became a member53,854 shares issuable upon the exercise of outstanding options held by Dr. Huh exercisable within 60days of February 10, 2012.
(8)Includes 153,131 shares held directly by Thomas D. Kiley, 74,436 shares held under unvested restricted stock awards, 9,705 shares held by the Compensation CommitteeKiley Family Partnership and 96,653 shares held by the Thomas D. Kiley and Nancy L.M. Kiley Revocable Trust under Agreement dated August 7, 1981. Also includes 138,250 shares issuable upon the exercise of outstanding options held by Mr. Kiley exercisable within 60days of February 10, 2012.
(9)Includes 2,037 shares held directly by Robert J. Spiegel, 55,000 shares held under unvested restricted stock awards and 30,000 shares issuable upon exercise of outstanding options held by Dr. Spiegel exercisable within 60 days of February 10, 2012.
(10)Includes 86,114 shares held directly by Melissa A. Behrs, 353,750 shares held under unvested restricted stock awards and 404,432 shares issuable upon the exercise of outstanding options held by Ms. Behrs exercisable within 60 days of February 10, 2012.
(11)Includes 168,129 shares held directly by David J. Earp, 357,000 shares held under unvested restricted stock awards and 588,919 shares issuable upon the exercise of outstanding options held by Dr. Earp exercisable within 60 days of February 10, 2012.
(12)Includes 202,627 shares held directly by David L. Greenwood, 580,000 shares held under unvested restricted stock awards and 1,170,301 shares issuable upon the exercise of outstanding options held by Mr. Greenwood exercisable within 60 days of February 10, 2012. Mr. Greenwood separated employment from the Company in March 2010.December 2011.
(13)Includes 53,286 shares held directly by Stephen M. Kelsey, 445,625 shares held under unvested restricted stock awards and 195,834 shares issuable upon the exercise of outstanding options held by Dr. Kelsey exercisable within 60 days of February 10, 2012.
(14)Includes 169,866 shares held directly by Jane S. Lebkowski, 437,000 shares held under unvested restricted stock awards and 595,169 shares issuable upon the exercise of outstanding options held by Dr. Lebkowski exercisable within 60 days of February 10, 2012. Dr. Lebkowski’s position was eliminated in connection with the Company’s decision in November 2011 to exclusively focus on its oncology programs and discontinue further development of its stem cell programs.
(15)Includes 437,060 shares held directly by Thomas B. Okarma, 337,500 shares held under unvested restricted stock awards and 1,810,000 shares issuable upon the exercise of outstanding options held by Dr. Okarma exercisable within 60 days of February 10, 2012. Dr. Okarma separated employment from the Company in February 2011.
(16)Includes 75,000 shares held directly by John A. Scarlett and 125,000 shares issuable upon exercise of outstanding options held by Dr. Scarlett exercisable within 60 days of February 10, 2012.
(17)Includes 52,021 shares held directly by Katharine E. Spink, 292,343 shares held under unvested restricted stock awards and 144,115 shares issuable upon exercise of outstanding options held by Dr. Spink exercisable within 60 days of February 10, 2012. Dr. Spink’s position was eliminated in connection with the Company’s decision in November 2011 to exclusively focus on its oncology programs and discontinue further development of its stem cell programs.
(18)Based on Schedule 13G filed by BlackRock, Inc.


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CERTAIN TRANSACTIONS

    There has not been, nor is there currently proposed, any transaction or series of similar transactions to which the Company was or is to be a party in which the amount involved exceeds $120,000 and in which any current director, executive officer, holder of more than 5% of the Company’sour Common Stock or any immediate family member of any of the foregoing persons had or will have a direct or indirect material interest other than compensation arrangements, described under the caption “Executive Compensation Tables,” and the transactions described below.

     The Company has

    We have entered into indemnity agreements with all of itsour officers and directors which provide, among other things, that the Companywe will indemnify such officer or director, under the circumstances and to the extent provided for therein, for expenses, damages, judgments, fines, settlements he or she may be required to pay in actions or proceedings which he or she is or may be made a party by reason for his or her position as a director, officer or other agent of the Company, and otherwise to the full extent permitted under Delaware law and the Company’sour Bylaws.

Policies and Procedures

    Our Audit Committee is responsible for reviewing and approving, in advance, all related party transactions. Related parties include any of our directors or executive officers, certain of our stockholders and their immediate family members. This obligation is set forth in writing in the Audit Committee charter. A copy of the Audit Committee charter is available on our website at http://www.geron.com in the InvestorsInvestor Relations section under “Corporate Governance.” To identify related party transactions, each year, we have our directors and officers complete Director and Officer Questionnaires identifying any transactions with us in which the executive officer or director or their family members have an interest. We review related party transactions due to the potential for a conflict of interest. A conflict of interest occurs when an individual’s private interest interferes, or appears to interfere, with our interests. In addition, our Nominating and Corporate Governance Committee Charter determines, on an annual basis, which members of our Board meet the definition of independent director as defined by Nasdaqin NASDAQ Rule 5605(a)(2). This obligation is set forth in writing in the Nominating and Corporate Governance Committee charter. A copy of the Nominating and Corporate Governance Committee charter is available on our website at http://www.geron.com in the InvestorsInvestor Relations section under “Corporate Governance.” Our Nominating and Corporate Governance Committee reviews and discusses any relationships with directors that would potentially interfere with his or her exercise of independent judgment in carrying out the responsibilities of a director. Finally, our Code of Conduct establishes the corporate standards of behavior for all our employees, officers, and directors and sets our expectations of contractors and agents. The Code of Conduct is available on our website at http://www. geron.comwww.geron.com in the InvestorsInvestor Relations section under “Corporate Governance.” Our Code of Conduct requires any person who becomes aware of any departure from the standards in our Code of Conduct to report his or her knowledge promptly to a supervisor or an attorney in the legal department.

Compensation Committee Interlocks and Insider Participation
     Dr. Barkas and Mr. Zenner both served on the Compensation Committee for the fiscal year ended December 31, 2009. Dr. Hofstaetter joined the Board and became a member of the Compensation Committee in March 2010. Mr. Zenner will cease being a member of the Compensation Committee effective May 19, 2010. With the exception of Dr. Barkas’ term as President and Chief Executive Officer of the Company from March 1992 until May 1993, neither Dr. Barkas nor Mr. Zenner is a former or current officer or employee of the Company or any of its subsidiaries. None of the executive officers serves as a member of a compensation committee of any entity that has one or more executive officers serving as a member of the Company’s Board or Compensation Committee.


EXECUTIVE COMPENSATION
Summary Compensation Table
     The following table includes information concerning compensation for the years ended December 31, 2009, 2008 and 2007 to the Principal Executive Officer, Principal Financial Officer and the three most highly compensated executive officers of the Company (Named Executive Officers or NEOs).
 
Change in
Pension
Value
 and Non-
Non-Equityqualified
IncentiveDeferredAll
StockOptionPlanCompensationOther
SalaryBonusAwardsAwards CompensationEarningsCompensationTotal
Name and Principal Position Year ($) ($)(2) ($)(1) ($)(1) ($) ($) ($)(3) ($)
Thomas B. Okarma, Ph.D., M.D.2009$535,000$282,500$717,200$1,551,558 $—  $—  $15,742 $3,102,000
       President and Chief Executive2008535,000280,900198,500788,750——14,5081,817,658
       Officer2007510,000 275,0003,163,141606,120 ——14,5174,568,778
David L. Greenwood2009$415,000$164,300$570,500$606,356$—$—$36,817$1,792,973
       Executive Vice President,2008415,000163,400148,875607,114——36,6231,371,012
       Chief Financial Officer2007395,000160,0001,615,404454,590——34,4292,659,423
Stephen M. Kelsey, M.D., F.R.C.P,
       F.R.C.Path
       Executive Vice President,
       Chief Medical Officer, Oncology2009$272,821$158,400$193,600$735,060$—$—$12,101$1,371,982
David J. Earp, J.D., Ph.D. 
       Senior Vice President,2009$325,000$114,400$423,800$463,684$—$—$35,781$1,362,665
       Business Development and2008325,000113,80099,250102,435——32,386672,871
       Chief Patent Counsel2007310,000112,0001,271,504303,060——27,8852,024,449
Jane S. Lebkowski, Ph.D.
       Senior Vice President,2009$335,000$117,900$423,800$374,514$—$—$35,200$1,286,414
       Chief Scientific Officer2008335,000117,30099,250194,627——32,271778,448
       Regenerative Medicine2007320,000115,0001,201,604303,060——32,1501,971,814
____________________

(1)Amounts represent the aggregate grant date fair value of stock awards and option awards granted during fiscal years 2009, 2008 and 2007. These stock awards and option awards are not subject to performance conditions. For additional information, refer to Note 8 of the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 regarding assumptions underlying the valuation of equity awards and the calculation method. Refer to the supplemental table on page 42 herein for information as to each Named Executive Officers unvested stock award holdings and vested and unvested stock option holdings and page 41 herein for the number of stock awards and option awards granted during 2009.
(2)Amounts represent cash payments for Annual Incentive Awards. See discussion on page 29 herein.
(3)Amounts shown include: (a) the net portion of health insurance premiums paid by the Company; (b) the matching contributions made to the Geron 401(k) Plan on behalf of the Named Executive Officers; and (c) contributions toward tax return preparation services as follows:


401(k) MatchTax Return
Name      Year     Premiums ($)     ($) (a)     Preparation ($)     Total ($)
Thomas B. Okarma, Ph.D., M.D.2009    $13,242         $—         $2,500    $15,742
200812,008—2,50014,508
200712,017—2,50014,517
 
David L. Greenwood2009$13,242$22,000$1,575$36,817
200812,00820,5004,11536,623
200711,93320,4962,00034,429
 
Stephen M. Kelsey, M.D., F.R.C.P, F.R.C.Path.2009$12,101$—$—$12,101
 
David J. Earp, J.D., Ph.D.2009$18,081$16,500$1,200$35,781
200816,28615,50060032,386
200711,18515,5001,20027,885
 
Jane S. Lebkowski, Ph.D.2009$13,200$22,000$—$35,200
200811,77120,500—32,271
200711,65420,496—32,150
____________________

(a)Under the Geron 401(k) Plan, all participating employees may contribute up to the annual Internal Revenue Service contribution limit. In December 2009, 2008 and 2007, the Board approved a matching contribution equal to 100% of each employee’s annual contributions during 2009, 2008 and 2007, respectively. The matching contribution is invested in the Company’s Common Stock and vests ratably over four years for each year of service completed by the employee, commencing from the date of hire, until it is fully vested when the employee has completed four years of service. The 2009 match was made on January 4, 2010 at $6.22 per share. The 2008 match was made on January 2, 2009 at $4.82 per share. The 2007 match was made on January 2, 2008 at $5.73 per share.


Grants of Plan-Based Awards
     The following table sets forth information with respect to the stock options and restricted stock awards granted during the year ended December 31, 2009 to each of the Named Executive Officers as listed in the Summary Compensation Table shown under the caption “Executive Compensation.”
AllAll
OtherOther
OptionStockExercise
Awards:Awards:or BaseGrant Date
Number ofNumber ofPriceFair Value of
SecuritiesShares ofof StockStock and
UnderlyingStock orOptionOption
          Options     Units     Awards     Awards
Name Grant Date(#)(#)($/Sh)($)(1)
Thomas B. Okarma, Ph.D., M.D.5/29/09(2)  100,000    —    $6.52  $356,680
5/29/09(6)35,000—6.52124,838
 5/29/09(7)300,000—6.521,070,040
5/29/09(3)—50,000—326,000
5/29/09(4)—60,000—391,200
 
David L. Greenwood5/29/09(2)75,000—$6.52$267,510
5/29/09(6)35,000—6.52124,838
5/29/09(8)20,000—6.5271,336
5/29/09(9)40,000—6.52142,672
5/29/09(3)—37,500—244,500
5/29/09(4)—50,000—326,000
 
Stephen M. Kelsey, M.D., F.R.C.P, F.R.C.Path.5/20/09(10)200,000—$6.76$735,060
4/27/09(4)—40,000—193,600
 
David J. Earp, J.D., Ph.D.5/29/09(2)50,000—$6.52$178,340
5/29/09(5)35,000—6.52124,838
5/29/09(8)20,000—6.5271,336
5/29/09(9)25,000—6.5289,170
5/29/09(3)—25,000—163,000
5/29/09(4)—40,000—260,800
 
Jane S. Lebkowski, Ph.D.5/29/09(2)50,000—$6.52$178,340
5/29/09(6)10,000—6.5235,668
5/29/09(8)20,000—6.5271,336
5/29/09(9)25,000—6.5289,170
5/29/09(3)—25,000—163,000
5/29/09(4)—40,000—260,800
____________________

(1)Amounts represent the grant date fair value of stock options and restricted stock awards calculated using the Black Scholes option-pricing model. For additional information, refer to Note 8 of the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 regarding assumptions underlying the valuation of equity awards and the calculation method.
(2)Options are exercisable in a series of 48 equal consecutive monthly installments commencing May 29, 2009, provided the executive continues to provide services to the Company.
(3)Restricted stock awards vest in a series of four equal consecutive annual installments commencing May 29, 2009, provided the executive continues to provide services to the Company.
(4)Restricted stock awards vest over two years with 25% of the total award vesting on the first anniversary of the date of grant and the remaining 75% on the second anniversary of the date of grant, provided the executive continues to provide services to the Company.


(5)Options are exercisable in a series of 24 equal consecutive monthly installments commencing April 13, 2009, provided the executive continues to provide services to the Company.
(6)Options are exercisable in a series of 24 equal consecutive monthly installments commencing May 19, 2009, provided the executive continues to provide services to the Company.
(7)Options are exercisable in a series of 24 equal consecutive monthly installments commencing July 23, 2009, provided the executive continues to provide services to the Company.
(8)Options are exercisable in a series of 24 equal consecutive monthly installments commencing October 2, 2009, provided the executive continues to provide services to the Company.
(9)Options are exercisable in a series of 24 equal consecutive monthly installments commencing December 18, 2009, provided the executive continues to provide services to the Company.
(10)Option is exercisable as follows: 25,000 shares on October 27, 2009, and the remaining 175,000 shares become exercisable in a series of 42 equal consecutive monthly installments commencing October 27, 2009, provided the executive continues to provide services to the Company.
Outstanding Equity Awards Value at Fiscal Year-End
     The following table includes information with respect to the value of all outstanding equity awards previously awarded to the Named Executive Officers as of December 31, 2009.
Option AwardsStock Awards
NumberNumberMarket
ofofNumber ofValue of
SecuritiesSecuritiesShares orShares
UnderlyingUnderlyingUnits ofor Units of
UnexercisedUnexercisedOptionStockStock
OptionsOptionsExerciseOptionThat HaveThat Have
Grant(#)(#)PriceExpirationGrantNot VestedNot Vested
Name      Date     Exercisable     Unexercisable     ($)     Date     Date     (#)     ($)(1)
Thomas B. Okarma,                    
       Ph.D., M.D.1/26/01(2)150,000—$18.631/26/115/23/07(12)25,000$138,750
12/14/01(3)90,000—$8.2312/14/115/28/08(12)37,500$208,125
6/27/02(3)60,000—$8.236/27/125/29/09(12)50,000$277,500
9/5/02(2)245,000—$3.769/5/125/29/09(13)60,000$333,000
5/30/03(2)100,000—$5.085/30/13
5/27/04(2)100,000—$7.565/27/14
5/6/05(2)110,000—$6.405/6/15
5/24/06(2)156,77118,229$6.635/24/16
5/23/07(2)64,58335,417$9.325/23/17
5/28/08(2)39,58360,417$3.975/28/18
5/28/08(5)178,125106,875$3.975/28/18
5/29/09(2)14,58385,417$6.525/29/19
5/29/09(7)10,20824,792$6.525/29/19
5/29/09(8)62,500237,500$6.525/29/19



Option AwardsStock Awards
NumberNumberMarket
ofofNumber ofValue of
SecuritiesSecuritiesShares orShares
UnderlyingUnderlyingUnits ofor Units of
UnexercisedUnexercisedOptionStockStock
OptionsOptionsExerciseOptionThat HaveThat Have
Grant(#)(#)PriceExpirationGrantNot VestedNot Vested
Name    Date   Exercisable   Unexercisable   ($)   Date   Date   (#)   ($)(1)
David L. Greenwood1/26/01(2) 80,000    —      $18.63      1/26/11   5/23/07(12)18,750   $104,063   
12/14/01(3)75,000—$8.2312/14/115/28/08(12)28,125$156,094
6/27/02(3)50,000—$8.236/27/125/29/09(12)37,500$208,125
9/5/02(2)145,000—$3.769/5/125/29/09(13)50,000$277,500
5/30/03(2)75,000—$5.085/30/13
5/27/04(2)75,000—$7.565/27/14
5/6/05(2)85,000—$6.405/6/15
5/24/06(2)111,97913,021$6.635/24/16
5/23/07(2)48,43826,562$9.325/23/17
5/28/08(2)29,68845,312$3.975/28/18
5/28/08(5)138,33883,003$3.975/28/18
5/29/09(2)10,93864,062$6.525/29/19
5/29/09(7)10,20824,792$6.525/29/19
5/29/09(9)1,66718,333$6.525/29/19
5/29/09(10)—40,000$6.525/29/19
 
Stephen M. Kelsey, M.D.,
       F.R.C.P, F.R.C.Path.5/20/09(11)33,333166,667$6.765/20/194/27/09(13)40,000$222,000
 
David J. Earp, J.D., Ph.D.1/26/01(2)65,000— $18.631/26/115/23/07(12)12,500$69,375
12/14/01(3)54,000—$8.2312/14/115/28/08(12)18,750$104,063
6/27/02(3)36,000—$8.236/27/125/29/09(12)25,000$138,750
9/5/02(2)65,000—$3.769/5/125/29/09(13)40,000$222,000
5/30/03(2)37,500—$5.085/30/13
5/27/04(2)50,000—$7.565/27/14
5/6/05(2)60,000—$6.405/6/15
5/24/06(2)83,9849,766$6.635/24/16
5/23/07(2)32,29217,708$9.325/23/17
5/28/08(2)19,79230,208$3.975/28/18
5/29/09(2)7,29242,708$6.525/29/19
5/29/09(4)11,66723,333$6.525/29/19
5/29/09(9)1,66718,333$6.525/29/19
5/29/09(10)—25,000$6.525/29/19
 
Jane S. Lebkowski, Ph.D.1/26/01(2)75,000—$18.631/26/115/23/07(12)12,500$69,375
12/14/01(3)54,000—$8.2312/14/115/28/08(12)18,750$104,063
6/27/02(3)36,000—$8.236/27/125/29/09(12)25,000$138,750
9/5/02(2)70,000—$3.769/5/125/29/09(13)40,000$222,000
5/30/03(2)37,500—$5.085/30/13
5/27/04(2)50,000—$7.565/27/14
5/6/05(2)60,000—$6.405/6/15
5/24/06(2)67,1887,812$6.635/24/16
5/23/07(2)32,29217,708$9.325/23/17
5/28/08(2)19,79230,208$3.975/28/18
5/28/08(6)33,95811,042$3.975/28/18
5/29/09(2)7,29242,708$6.525/29/19
5/29/09(7)2,9177,083$6.525/29/19
5/29/09(9)1,66718,333$6.525/29/19
5/29/09(10)—25,000$6.525/29/19



____________________

(1)Amounts represent an estimate of the market value of unvested restricted stock awards as of December 31, 2009, assuming a market value of $5.55 per share.
(2)Options are exercisable in a series of 48 equal consecutive monthly installments commencing on the date of grant, provided the executive continues to provide services to the Company.
(3)Options are exercisable in a series of 48 equal consecutive monthly installments commencing January 1, 2002, provided the executive continues to provide services to the Company.
(4)Options are exercisable in a series of 24 equal consecutive monthly installments commencing in April 2009, provided the executive continues to provide services to the Company.
(5)Options are exercisable in a series of 24 equal consecutive monthly installments commencing in September 2008, provided the executive continues to provide services to the Company.
(6)Options are exercisable in a series of 24 equal consecutive monthly installments commencing in May and September 2008, provided the executive continues to provide services to the Company.
(7)Options are exercisable in a series of 24 equal consecutive monthly installments commencing in May 2009, provided the executive continues to provide services to the Company.
(8)Options are exercisable in a series of 24 equal consecutive monthly installments commencing in July 2009, provided the executive continues to provide services to the Company.
(9)Options are exercisable in a series of 24 equal consecutive monthly installments commencing in October 2009, provided the executive continues to provide services to the Company.
(10)Options are exercisable in a series of 24 equal consecutive monthly installments commencing in December 2009, provided the executive continues to provide services to the Company.
(11)Option is exercisable as follows: 25,000 shares on October 27, 2009, the remaining 175,000 shares become exercisable in a series of 42 equal consecutive monthly installments commencing October 27, 2009, provided the executive continues to provide services to the Company.
(12)Restricted stock awards vest in four equal consecutive annual installments commencing on the date of grant, provided the executive continues to provide services to the Company.
(13)Restricted stock awards vest over two years with 25% of the total award vesting on the first anniversary of the date of grant and the remaining 75% on the second anniversary of the date of grant, provided the executive continues to provide services to the Company.

Option Exercises and Stock Awards Vested
     The following table includes certain information with respect to the options exercised and restricted stock awards vested by the Named Executive Officers during the year ended December 31, 2009.
Option AwardsStock Awards
Number ofValueNumber ofValue
Shares AcquiredRealized onShares AcquiredRealized on
On ExerciseExerciseOn VestingVesting
Name      (#)     ($)     (#)     ($)
Thomas B. Okarma, Ph.D., M.D.—$ —      171,541      $1,099,394
David L. Greenwood— $ —88,208$544,631
Stephen M. Kelsey, M.D., F.R.C.P, F.R.C.Path.—$ — —$—
David J. Earp, J.D., Ph.D.—$ —69,458 $428,388
Jane S. Lebkowski, Ph.D.—$ —65,708$402,925

Pension Benefits
     None of the Named Executive Officers participates in or has an account balance under qualified or non-qualified defined benefit plans sponsored by the Company.


Non-qualified Deferred Compensation
     None of the Named Executive Officers participates in or has an account balance under non-qualified defined contribution plans or other deferred compensation plans maintained by the Company.
Potential Payments Upon Termination or Change in Control
     See discussion of potential payments upon termination or change in control in the section entitled, “Compensation Discussion and Analysis – Severance and Change in Control Benefits.”
CORPORATE GOVERNANCE
     The Company has an ongoing commitment to good governance and business practices. In furtherance of this commitment, the Company regularly monitors developments in the area of corporate governance and reviews its processes and procedures in light of such developments. The Company complies with the rules and regulations promulgated by the SEC and Nasdaq, and implements other corporate governance practices which it believes are in the best interest of the Company and its stockholders.
Code of Conduct
     In 2003, the Company adopted a Code of Conduct (the Code of Conduct), which is available in its entirety on the Company’s website at http://www.geron.com and to any stockholder otherwise requesting a copy. All Company employees, officers, and directors, including the Chief Executive Officer and Chief Financial Officer, are required to adhere to the Code of Conduct in discharging their work-related responsibilities. Employees are required to report any conduct that they believe in good faith to be an actual or apparent violation of the Code of Conduct. Amendments to the Code of Conduct, and any waivers from the Code of Conduct granted to directors or executive officers, will also be made available through the Company’s website as they are adopted.
     In keeping with the Sarbanes-Oxley Act of 2002, the Audit Committee has established procedures for the receipt and handling of complaints received by the Company regarding accounting, internal accounting controls or auditing matters. Contact information for the Chairperson of the Audit Committee has been distributed to all employees to allow for the confidential, anonymous submission by its employees of concerns regarding accounting or auditing matters.
The Board of Directors
     One class of the Board is elected annually, and each of the directors stands for election every three years. Presently the Board is comprised of eight directors, one of whom is an executive officer and seven of whom have been affirmatively determined by the Board to be independent, meeting the objective requirements set forth by the SEC and Nasdaq, and having no relationship, direct or indirect, to the Company other than as stockholders or through their service on the Board. The role of Chairman of the Board is separate from the Chief Executive Officer of the Company. The Board has determined that its structure is appropriate to fulfill its duties effectively and efficiently, so that the Company’s business receives the undivided attention of the Chief Executive Officer.
     The Board maintains four committees whose functions are described beginning on page 8 herein. Committee membership is determined by the Board, and, except for the Stock Option Committee composed of Dr. Okarma, all committee members are independent directors as determined by the Board. Each committee maintains a written charter detailing its authority and responsibilities. These charters are reviewed periodically as legislative and regulatory developments and business circumstances warrant and are available in their entirety on the Company’s website at http://www.geron.com and to any stockholder otherwise requesting a copy.
     It is management’s responsibility to manage risk and bring to the Board’s attention the most material risks to the Company. The Board has an active role, as a whole, in overseeing management of the Company’s risks. The Board regularly reviews information regarding the Company’s credit, liquidity and operations, as well as the risks associated with each. In addition, each of our Board committees considers the risks within its areas of responsibilities. The Company’s Compensation Committee is responsible for overseeing the management of risks relating to the Company’s employment policies, executive compensation plans and arrangements. In connection


with the structuring of the compensation elements for executive officers, the Compensation Committee also considered whether such programs, individually or in the aggregate, encourage executives to take unnecessary or excessive risks, and has concluded that the compensation elements and executive compensation program do not encourage such risk taking. The Audit Committee oversees management of financial risks. In addition to fulfilling its responsibilities for the oversight of the Company’s financial reporting processes and annual audit of the Company’s financial statements, the Audit Committee also reviews with the independent auditors and management the adequacy and effectiveness of the Company’s policies and procedures to assess, monitor and manage business risk and the Company’s legal and ethical compliance program. The Audit Committee also takes appropriate actions to set the overall corporate “tone” for quality financial reporting, sound business risk practices and ethical behavior. The Nominating Committee manages risks associated with the independence of the Board and potential conflicts of interest, and risks relating to management and Board succession planning. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board is regularly informed through committee reports about such risks. The Board’s administration of its risk oversight function has not affected the Board’s leadership structure, which separates the roles of the Chairman of the Board and the Chief Executive Officer of the Company.
     Stockholders wishing to communicate with the Board, or with a specific Board member, may do so by writing to the Board, or to the particular Board member, and delivering the communication in person or mailing it to: Board of Directors, c/o David L. Greenwood, Corporate Secretary, Geron Corporation, 230 Constitution Drive, Menlo Park, CA 94025. All mail addressed in this manner will be delivered to the Chair or Chairs of the Committees with responsibilities touching most closely on the matters addressed in the communication. From time to time, the Board may change the process by means of which stockholders may communicate with the Board or its members. Please refer to the Company’s website for any changes to this process.

OTHER MATTERS

Section 16(a) Beneficial Ownership Reporting Compliance

    Section 16(a) of the Exchange Act requires the Company’sour directors and executive officers, and persons who own more than 10% of a registered class of the Company’sour equity securities (collectively, Reporting Persons), to file with the SEC initial reports of ownership and reports of changes in ownership of Common Stock and other equity securities of the Company. Reporting Persons are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file.

    To the Company’sour knowledge, based solely on a review of the copies of such reports furnished to the Companyus and written representations that no other reports were required, the Company believeswe believe that during the fiscal year ended December 31, 2009,2011, all Reporting Persons complied with the applicable filing requirement.

Stockholder Nominations and Proposals for 20112013 Annual Meeting

     The Company expects

    We expect to hold its 2011our 2013 Annual Meeting of Stockholders in May 2011.2013. All proposals or director nominations of stockholders intended to be presented at the 20112013 Annual Meeting of Stockholders must be directed to the attention of the Company’sour Corporate Secretary, at the address set forth on the first page herein. of this Proxy Statement.



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A stockholder’s notice to include any proposal in the 20112013 Annual Meeting of Stockholders must be delivered to the Company’sour Corporate Secretary not less than 90 days and not more than 120 days before the anniversary date of the immediately preceding annual meeting. For the 20112013 Annual Meeting of Stockholders, the notice must be delivered between January 19, 201118, 2013 and February 18, 2011.17, 2013. However, if the 20112013 Annual Meeting of Stockholders is not within 30 days of May 19, 2011,17, 2013, the notice must be delivered no later than the close of business on the 10th10th day following the earlier of the day on which the first public announcement of the date of the 20112013 Annual Meeting of Stockholders was made or the day the notice of the 20112013 Annual Meeting of Stockholders is mailed. In addition, the Company’sour Bylaws provide that the stockholder’s notice must include certain information for the person making the proposal or the nomination for director, including:

  • name and address;
     
  • the class and number of shares of the Company, owned of record or beneficially owned;
     
  • any derivative, swap or other transaction which gives economic risk similar to ownership of shares ofthe Company;


  • any proxy, agreement, arrangement, understanding or relationship that confers a right to vote anyshares of the Company;
     
  • any agreement, arrangement, understanding or relationship, engaged in to increase or decrease thelevel of risk related to, or the voting power with respect to, shares of the Company;
     
  • any performance relatedperformance-related fees that the proposing /nominatingproposing/nominating person is entitled, to based on any increaseor decrease in the value of any shares of the Company; and
     
  • any other information required by the SEC to be disclosed in a proxy statement.

    The stockholder’s notice must also include the following information for each proposed director nominee:

  • the same information as for the nominating person set forth above;
     
  • all information required to be disclosed in a proxy statement in connection with election ofdirectors;and
     
  • financial or other relationships between the nominating person and the nominee during the past threepastthree years.

Copies of the Company’sour Bylaws may be obtained from the Company’sour Corporate Secretary.

    Stockholders who wish to submit a proposed nominee to the Nominating and Corporate Governance Committee should send written notice to Dr. Alexander Barkas,the Nominating and Corporate Governance Committee Chairman, Geron Corporation, 230 Constitution Drive, Menlo Park, CA 94025, within the time periods set forth above. Such notification should set forth all information relating to such nominee as is required to be disclosed in solicitations of proxies for elections of directors pursuant to Regulation 14A under the Exchange Act, including such person’s written consent to being named in a proxy statement as a nominee and to serving as a director if elected, the name and address of such stockholder or beneficial owner on whose behalf the nomination is being made, and the class and number of shares of the Company, owned beneficially and of record by such stockholder or beneficial owner. The Nominating and Corporate Governance Committee will consider stockholder nominees on the same terms as nominees selected by the Nominating and Corporate Governance Committee.

The Nominating and Corporate Governance Committee believes that nominees for election to the Board must possess certain minimum qualifications and attributes. The nomineenominee: 1) must 1) meet the objective independence requirements set forth by the SEC and Nasdaq,NASDAQ, 2) must exhibit strong personal integrity, character and ethics, and a commitment to ethical business and accounting practices, 3) must not be involved in on-going litigation with the Company or be employed by an entity which is engaged in such litigation and 4) must not be the subject of any on-going criminal investigations, including investigations for fraud or financial misconduct. In addition, the Committee may consider the following criteria, among others:

    (i)    experience in corporate management, such as serving as an officer or former officer of a publicly held company, and a general understanding of marketing, finance and other elements relevant to the success of a publicly traded company in today’s business environment;


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(ii)experience in the Company’sour industry and with relevant social policy concerns;
 
(iii)experience as a board member of other publicly held companies;
 
(iv)expertise in an area of the Company’sour operations; and
 
(v)practical and mature business judgment, including the ability to make independent analytical inquiries.

    The Nominating and Corporate Governance Committee does not specifically consider diversity in identifying nominees for election as a director. However, specific experience or expertise that could assist the Company in developing its product candidates provides added value and insight to the Board. In general, the Nominating and Corporate Governance Committee aspires the Board to be comprised of individuals that represent a diversity of professional experience, perspective and experience, and who portray characteristics of diligence, commitment, mutual respect and professionalism with an emphasis on consensus building. The Board does not follow any ratio or formula to determine the appropriate mix. Rather, it uses its judgment to identify nominees whose backgrounds, attributes and experiences, taken as a whole, will contribute to the high standards of board service at the Company.



    Directors are expected to rigorously prepare for, attend and participate in Board meetings and meetings of the Committees of the Board on which they serve, to ask direct questions and require straight answers, and to spend the time needed and meet as frequently as necessary to properly discharge their responsibilities and duties as directors. Each Board member is expected to ensure that other existing and planned future commitments do not materially interfere with the member’s service as an outstanding director.

OTHER MATTERS
     The Board of Directors knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the meeting, it is the intention of the persons named in the accompanying proxy to vote on such matters in accordance with their best judgment.

By Order of the Board of Directors,
David L. Greenwood

Stephen N. Rosenfield
Executive Vice President, General Counsel
and Corporate Secretary

March 29, 2010

2012



APPENDIX

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A

PPENDIX 1

CERTIFICATE OF AMENDMENT
OF THE RESTATED CERTIFICATE OF INCORPORATION
OF GERON CORPORATION,
2002 EQUITY INCENTIVE PLAN
a Delaware corporation

    The undersigned, Stephen Rosenfield, hereby certifies that:

FIRST.(As Amended March 2009, Effective as        He is the duly elected and acting Executive Vice President, General Counsel and Corporate Secretary of May 2009)Geron Corporation, a Delaware corporation (the “Corporation”).

SECOND.        The following constitutesCorporation’s Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware (the “Secretary of State”) on March 24, 1998; a Certificate of Designation was filed with the Secretary of State on March 27, 1998; a Certificate of Amendment of Restated Certificate of Incorporation was filed with the Secretary of State on December 14, 1999; a Certificate of Amendment of Restated Certificate of Incorporation was filed with the Secretary of State on June 28, 2000; a Certificate of Designation was filed with the Secretary of State on August 1, 2001; a Certificate of Designation was filed with the Secretary of State on August 1, 2001; a Certificate of Amendment of the Restated Certificate of Incorporation was filed with the Secretary of State on May 22, 2002; and a Certificate of Amendment of the Restated Certificate of Incorporation was filed with the Secretary of State on May 25, 2006.

THIRD.        The amendment of the Restated Certificate of Incorporation of the Corporation herein certified was duly adopted by this Corporation’s Board of Directors and approved by the Corporation’s stockholders in accordance with the applicable provisions of Section 242 of the General Corporation Law of the State of Delaware.

FOURTH.Article IV, Paragraph (A) of the Corporation’s Restated Certificate of Incorporation is hereby amended to read in its entirety as follows:

“(A)Class of Stock. The Corporation is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares which the Corporation is authorized to issue is Three Hundred Three Million (303,000,000) shares. Three Hundred Million (300,000,000) shares shall be Common Stock, par value $0.001 per share, and Three Million (3,000,000) shares shall be Preferred Stock, par value $0.001 per share.”

FIFTH.        All other provisions of the 2002 Equity Incentive Plan, as amended,Second Restated Certificate of Geron Corporation.Incorporation shall remain in full force and effect.

IN WITNESS WHEREOF1. Purposes, the undersigned has caused this Certificate of Amendment to be duly executed on behalf of the Plan.

     The purposesCorporation at Menlo Park, California this __ day of the Geron Corporation 2002 Equity Incentive Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees, Directors and Consultants and to promote the success of the Company’s business. Options granted under the Plan may be Incentive Stock Options or Non-Qualified Stock Options, as determined by the Administrator at the time of grant. Stock Purchase Rights may also be granted under the Plan.
2. Definitions__ 2012..
     As used herein, the following definitions shall apply:

(a)GERONCORPORATION,
“Acquisition” means (1) a dissolution, liquidation or sale of all or substantially all of the assets of the Company; (2) a merger or consolidation in which the Company is not the surviving corporation; or (3) a reverse merger in which the Company is the survivingDelaware corporation but the shares of the Company’s common stock outstanding immediately preceding the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise.
 
(b)By:
“Administrator” means the Board or the Committee responsible for conducting the general administration of the Plan, as applicable, in accordance with Section 4 hereof.
 
(c)

“Stephen N. Rosenfield
Applicable Laws” means the requirements relating to the administration of stock option plans under U.S. state corporate laws, U.S. federal Executive Vice President, General Counsel
and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any foreign country or jurisdiction where Options or Stock Purchase Rights are granted under the Plan.Corporate Secretary

(d)“Board” means the Board of Directors of the Company.
(e)“Code” means the Internal Revenue Code of 1986, as amended, or any successor statute or statutes thereto. Reference to any particular Code section shall include any successor section.
(f)“Committee” means a committee appointed by the Board in accordance with Section 4 hereof.
(g)“Common Stock” means the Common Stock of the Company.
(h)“Company” means Geron Corporation, a Delaware corporation.
(i)“Consultant” means any consultant or adviser if: (i) the consultant or adviser renders bona fide services to the Company or any Parent or Subsidiary of the Company; (ii) the services rendered by the consultant or adviser are not in connection with the offer or sale of securities in a capital-raising transaction and do not directly or indirectly promote or maintain a market for the Company’s securities; and (iii) the consultant or adviser is a natural person who has contracted directly with the Company or any Parent or Subsidiary of the Company to render such services.
(j)“Director” means a member of the Board.
(k)“Employee” means any person, including an Officer or Director, who is an employee (as defined in accordance with Section 3401(c) of the Code) of the Company or any Parent or Subsidiary of the Company. A Service Provider shall not cease to be an Employee (i) during any leave of absence approved by the Company or (ii) upon any transfer between locations of the Company or between the Company, its Parent, any Subsidiary, or any successor. For purposes of Incentive Stock Options, no such leave may exceed ninety (90) days, unless reemployment upon expiration of such leave is guaranteed by statute or contract. Neither service as a Director nor payment of a director’s fee by the Company shall be sufficient, by itself, to constitute “employment” by the Company.


(l)“Equity Restructuring” means a non-reciprocal transaction between the Company and its stockholders, such as a stock dividend, stock split, spin-off, rights offering or recapitalization through a large, nonrecurring cash dividend, that affects the shares of Common Stock (or other securities of the Company) or the share price of Common Stock (or other securities of the Company) and causes a change in the per share value of the Common Stock underlying outstanding awards granted under the Plan.
(m)“Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor statute or statutes thereto. Reference to any particular Exchange Act section shall include any successor section.
(n)“Fair Market Value” means, as of any date, the value of a share of Common Stock determined as follows:
(i)If the Common Stock is listed on any established stock exchange or a national market system, its Fair Market Value 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 for such date, 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 Administrator deems reliable;
(ii)If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, its Fair Market Value shall be the mean between the high bid and low asked prices for a share of the Common Stock on such date, 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 Administrator deems reliable; or
(iii)In the absence of an established market for the Common Stock, the Fair Market Value thereof shall be determined in good faith by the Administrator.
(o)“Holder” means a person who has been granted or awarded an Option or Stock Purchase Right or who holds Shares acquired pursuant to the exercise of an Option or Stock Purchase Right.
(p)“Incentive Stock Option” means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and which is designated as an Incentive Stock Option by the Administrator.
(q)“Independent Director” means a Director who is not an Employee of the Company.
(r)“Non-Qualified Stock Option” means an Option (or portion thereof) that is not designated as an Incentive Stock Option by the Administrator, or which is designated as an Incentive Stock Option by the Administrator but fails to qualify as an incentive stock option within the meaning of Section 422 of the Code.
(s)“Officer” means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.
(t)“Option” means a stock option granted pursuant to the Plan.
(u)“Option Agreement” means a written agreement between the Company and a Holder evidencing the terms and conditions of an individual Option grant. The Option Agreement is subject to the terms and conditions of the Plan.
(v)“Parent” means any corporation, whether now or hereafter existing (other than the Company), in an unbroken chain of corporations ending with the Company if each of the corporations other than the last corporation in the unbroken chain owns stock possessing more than fifty percent of the total combined voting power of all classes of stock in one of the other corporations in such chain.
(w)“Plan” means the Geron Corporation 2002 Equity Incentive Plan, as may be amended from time to time.


(x)“Qualified Domestic Relations Order” means a domestic relations order as defined by the Code or Title I of the Employee Retirement Income Security Act of 1974, as amended, or the rules thereunder.
(y)“Restricted Stock” means Shares acquired pursuant to the exercise of an unvested Option in accordance with Section 10(h) below or pursuant to a Stock Purchase Right granted under Section 12 below.
(z)“Rule 16b-3” means that certain Rule 16b-3 under the Exchange Act, as such Rule may be amended from time to time.
(aa)“Section 16(b)” means Section 16(b) of the Exchange Act, as such Section may be amended from time to time.
(bb)“Securities Act” means the Securities Act of 1933, as amended, or any successor statute or statutes thereto. Reference to any particular Securities Act section shall include any successor section.
(cc)“Service Provider” means an Employee, Director or Consultant.
(dd)“Share” means a share of Common Stock, as adjusted in accordance with Section 13 below.
(ee)“Stock Purchase Right” means a right to purchase Common Stock pursuant to Section 12 below.
(ff)“Subsidiary” means any corporation, whether now or hereafter existing (other than the Company), in an unbroken chain of corporations beginning with the Company if each of the corporations other than the last corporation in the unbroken chain owns stock possessing more than fifty percent of the total combined voting power of all classes of stock in one of the other corporations in such chain.
3. Stock Subject to the Plan.
     Subject to the provisions of Section 13 of the Plan, the shares of stock subject to Options or Stock Purchase Rights shall be Common Stock, initially 24,579,603 shares of the Company’s Common Stock. Subject to the provisions of Section 13 of the Plan, the maximum aggregate number of Shares which may be issued upon exercise of such Options or Stock Purchase Rights will increase annually on each anniversary date of the Board’s adoption of the Plan during the term of the Plan equal to the least of (i) two million (2,000,000) Shares, (ii) four percent (4%) of the Company’s outstanding Shares on such date or (iii) a lesser amount determined by the Board. Shares issued upon exercise of Options or Stock Purchase Rights may be authorized but unissued, or reacquired Common Stock. If an Option or Stock Purchase Right expires or becomes unexercisable without having been exercised in full, the unpurchased Shares which were subject thereto shall become available for future grant or sale under the Plan (unless the Plan has terminated). Shares which are delivered by the Holder or withheld by the Company upon the exercise of an Option or Stock Purchase Right under the Plan, in payment of the exercise price thereof or tax withholding thereon, may again be optioned, granted or awarded hereunder, subject to the limitations of this Section 3. If Shares of Restricted Stock are repurchased by the Company at their original purchase price, such Shares shall become available for future grant under the Plan. Notwithstanding the provisions of this Section 3, no Shares may again be optioned, granted or awarded if such action would cause an Incentive Stock Option to fail to qualify as an Incentive Stock Option under Code Section 422.
4. Administration of the Plan.
(a)Administrator. A Committee of the Board shall administer the Plan and the Committee shall consist solely of two or more Independent Directors each of whom is both an “outside director,” within the meaning of Section 162(m) of the Code, and a “non-employee director” within the meaning of Rule 16b-3. Notwithstanding the foregoing, the Board or the Committee may (i) delegate to a committee of one or more members of the Board who are not Independent Directors the authority to grant, and otherwise act as Administrator hereunder with respect to, awards under the Plan to eligible persons who are either (1) not then “covered employees,” within the meaning of Section 162(m) of the Code and are not expected to be “covered employees” at the time of recognition of income resulting from such award or (2) not persons with respect to whom the Company wishes to comply with Section 162(m) of the Code and/or (ii) delegate to a committee of one or more members of the Board who are not “non-employee directors,” within the meaning of Rule 16b-3, the authority to grant awards under


the Plan to eligible persons who are not then subject to Section 16 of the Exchange Act. Appointment of Committee members shall be effective upon acceptance of appointment. Committee members may resign at any time by delivering written notice to the Board. Vacancies in the Committee may only be filled by the Board.
(b)Powers of the Administrator. Subject to the provisions of the Plan and the specific duties delegated by the Board to such Committee, and subject to the approval of any relevant authorities, the Administrator shall have the authority in its sole discretion:
(i)to determine the Fair Market Value;
(ii)to select the Service Providers to whom Options and Stock Purchase Rights may from time to time be granted hereunder;
(iii)to determine the number of Shares to be covered by each such award granted hereunder;
(iv)to approve forms of agreement for use under the Plan;
(v)to determine the terms and conditions of any Option or Stock Purchase Right granted hereunder (such terms and conditions include, but are not limited to, the exercise price, the time or times when Options or Stock Purchase Rights may vest or be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Option or Stock Purchase Right or the Common Stock relating thereto, based in each case on such factors as the Administrator, in its sole discretion, shall determine) and amend such terms and conditions following the grant of such Options and Stock Purchase Rights hereunder;
(vi)to determine whether to offer to buyout a previously granted Option as provided in subsection 10(i) and to determine the terms and conditions of such offer and buyout (including whether payment is to be made in cash or Shares);
(vii)to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub plans established for the purpose of qualifying for preferred tax treatment under foreign tax laws;
(viii)to allow Holders to satisfy withholding tax obligations by electing to have the Company withhold from the Shares to be issued upon exercise of an Option or Stock Purchase Right that number of Shares having a Fair Market Value equal to the minimum amount required to be withheld based on the statutory withholding rates for federal and state tax purposes that apply to supplemental taxable income. The Fair Market Value of the Shares to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined. All elections by Holders to have Shares withheld for this purpose shall be made in such form and under such conditions as the Administrator may deem necessary or advisable;
(ix)to amend the Plan or any Option or Stock Purchase Right granted under the Plan as provided in Section 15; and
(x)to construe and interpret the terms of the Plan and awards granted pursuant to the Plan and to exercise such powers and perform such acts as the Administrator deems necessary or desirable to promote the best interests of the Company which are not in conflict with the provisions of the Plan.
(c)Effect of Administrator’s Decision. All decisions, determinations and interpretations of the Administrator shall be final and binding on all Holders.
5. Eligibility.
     Non-Qualified Stock Options and Stock Purchase Rights may be granted to Service Providers. Incentive Stock Options may be granted only to Employees. If otherwise eligible, an Employee, Director or Consultant who has been granted an Option or Stock Purchase Right may be granted additional Options or Stock Purchase Rights.


6. Limitations.
(a)Each Option shall be designated by the Administrator in the Option Agreement as either an Incentive Stock Option or a Non-Qualified Stock Option. However, notwithstanding such designations, to the extent that the aggregate Fair Market Value of Shares subject to a Holder’s Incentive Stock Options and other incentive stock options granted by the Company, any Parent or Subsidiary, which become exercisable for the first time during any calendar year (under all plans of the Company or any Parent or Subsidiary) exceeds $100,000, such excess Options or other options shall be treated as Non-Qualified Stock Options.
For purposes of this Section 6(a), Incentive Stock Options shall be taken into account in the order in which they were granted, and the Fair Market Value of the Shares shall be determined as of the time of grant.
(b)Neither the Plan, any Option nor any Stock Purchase Right shall confer upon a Holder any right with respect to continuing the Holder’s employment or consulting relationship with the Company, nor shall they interfere in any way with the Holder’s right or the Company’s right to terminate such employment or consulting relationship at any time, with or without cause.
��
(c)No Service Provider shall be granted, in any calendar year, Options or Stock Purchase Rights to purchase more than 750,000 Shares. The foregoing limitation shall be adjusted proportionately in connection with any change in the Company’s capitalization as described in Section 13. For purposes of this Section 6(c), if an Option is canceled in the same calendar year it was granted (other than in connection with a transaction described in Section 13), the canceled Option will be counted against the limit set forth in this Section 6(c). For this purpose, if the exercise price of an Option is reduced, the transaction shall be treated as a cancellation of the Option and the grant of a new Option.
7. Term of Plan.
     The Plan shall become effective upon its initial adoption by the Board and shall continue in effect until it is terminated under Section 15 of the Plan. No Options or Stock Purchase Rights may be issued under the Plan after the tenth (10th) anniversary of the earlier of (i) the date upon which the Plan is adopted by the Board or (ii) the date the Plan is approved by the stockholders.
8. Term of Option.
     The term of each Option shall be stated in the Option Agreement; provided, however, that the term shall be no more than ten (10) years from the date of grant thereof. In the case of an Incentive Stock Option granted to a Holder who, at the time the Option is granted, owns (or is treated as owning under Code Section 424) stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the term of the Option shall be five (5) years from the date of grant or such shorter term as may be provided in the Option Agreement.
9. Option Exercise Price and Consideration.
(a)Except as provided in Section 13, the per share exercise price for the Shares to be issued upon exercise of an Option shall be such price as is determined by the Administrator, but in no event less than the par value per Share, and in the case of an Incentive Stock Option:
(i)granted to an Employee who, at the time of grant of such Option, owns (or is treated as owning under Code Section 424) stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the per Share exercise price shall be no less than one hundred ten percent (110%) of the Fair Market Value per Share on the date of grant.
(ii)granted to any other Employee, the per Share exercise price shall be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant.


(b)Notwithstanding the foregoing, Options may be granted with a per Share exercise price other than as required above pursuant to a merger or other corporate transaction.
(c)The consideration to be paid for the Shares to be issued upon exercise of an Option, including the method of payment, shall be determined by the Administrator (and, in the case of an Incentive Stock Option, shall be determined at the time of grant). Such consideration may consist of (1) cash, (2) check, (3) with the consent of the Administrator, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code) and payable upon such terms as may be prescribed by the Administrator, (4) with the consent of the Administrator, other Shares which (x) in the case of Shares acquired from the Company, have been owned by the Holder for more than six (6) months on the date of surrender, and (y) have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which such Option shall be exercised, (5) with the consent of the Administrator, surrendered Shares then issuable upon exercise of the Option having a Fair Market Value on the date of exercise equal to the aggregate exercise price of the Option or exercised portion thereof, (6) property of any kind which constitutes good and valuable consideration, (7) with the consent of the Administrator, delivery of a notice that the Holder has placed a market sell order with a broker with respect to Shares then issuable upon exercise of the Options and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price, provided, that payment of such proceeds is then made to the Company upon settlement of such sale, or (8) with the consent of the Administrator, any combination of the foregoing methods of payment.
10. Exercise of Option.
(a)Vesting; Fractional Exercises. Except as provided in Section 13, Options granted hereunder shall be vested and exercisable according to the terms hereof at such times and under such conditions as determined by the Administrator and set forth in the Option Agreement, as may be amended from time to time. An Option may not be exercised for a fraction of a Share.
(b)Deliveries upon Exercise. All or a portion of an exercisable Option shall be deemed exercised upon delivery of all of the following to the Secretary of the Company or his or her office:
(i)A written or electronic notice complying with the applicable rules established by the Administrator stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Holder or other person then entitled to exercise the Option or such portion of the Option;
(ii)Such representations and documents as the Administrator, in its sole discretion, deems necessary or advisable to effect compliance with Applicable Laws. The Administrator may, in its sole discretion, also take whatever additional actions it deems appropriate to effect such compliance, including, without limitation, placing legends on share certificates and issuing stop transfer notices to agents and registrars;
(iii)Upon the exercise of all or a portion of an unvested Option pursuant to Section 10(h), a Restricted Stock purchase agreement in a form determined by the Administrator and signed by the Holder or other person then entitled to exercise the Option or such portion of the Option; and
(iv)In the event that the Option shall be exercised pursuant to Section 10(f) by any person or persons other than the Holder, appropriate proof of the right of such person or persons to exercise the Option.
(c)Conditions to Delivery of Share Certificates. The Company shall not be required to issue or deliver any certificate or certificates for Shares purchased upon the exercise of any Option or portion thereof prior to fulfillment of all of the following conditions:
(i)The admission of such Shares to listing on all stock exchanges on which such class of stock is then listed;


(ii)The completion of any registration or other qualification of such Shares under any state or federal law, or under the rulings or regulations of the Securities and Exchange Commission or any other governmental regulatory body which the Administrator shall, in its sole discretion, deem necessary or advisable;
(iii)The obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator shall, in its sole discretion, determine to be necessary or advisable;
(iv)The lapse of such reasonable period of time following the exercise of the Option as the Administrator may establish from time to time for reasons of administrative convenience; and
(v)The receipt by the Company of full payment for such Shares, including payment of any applicable withholding tax, which in the sole discretion of the Administrator may be in the form of consideration used by the Holder to pay for such Shares under Section 9(c).
(d)Termination of Relationship as a Service Provider. If a Holder ceases to be a Service Provider other than by reason of the Holder’s total and permanent disability (as defined in Section 22(e)(3) of the Code) or death, such Holder may exercise his or her Option within such period of time as is specified in the Option Agreement to the extent that the Option is vested on the date of termination. In the absence of a specified time in the Option Agreement, the Option shall remain exercisable for three (3) months following the Holder’s termination (but in no event later than the expiration of the term of such Option as set forth in the Option Agreement). If, on the date of termination, the Holder is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option immediately cease to be issuable under the Option and shall again become available for issuance under the Plan. If and to the extent, after termination, the Holder does not exercise his or her Option within the time period specified herein, the Option shall terminate, and the Shares covered by such Option shall again become available for issuance under the Plan.
(e)Disability of Holder. If a Holder ceases to be a Service Provider as a result of the Holder’s total and permanent disability (as defined in Section 22(e)(3) of the Code), the Holder may exercise his or her Option within twenty-four (24) months following the Holder’s termination (but in no event later than the expiration of the term of such Option as set forth in the Option Agreement) and such Option shall be exercisable during such period for the number of Shares subject to the Option with respect to which the right to exercise was (i) already accrued as of the Holder’s termination and (ii) would have accrued had the Holder remained a Service Provider continuously for thirty-six (36) months (or such lesser period of time as is determined by the Board) after the date of Holder’s termination. If, on the date of termination, the Holder is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option (determined after taking into account the accelerated exercisability provided for in this Section 10(e)) shall immediately cease to be issuable under the Option and shall again become available for issuance under the Plan. If, and to the extent, after termination, the Holder does not exercise his or her Option within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall again become available for issuance under the Plan.
(f)Death of Holder. If a Holder dies while a Service Provider, the Option may be exercised within twenty-four (24) months following the Holder’s termination by the Holder’s estate or by a person who acquires the right to exercise the Option by bequest or inheritance (but in no event later than the expiration of the term of such Option as set forth in the Option Agreement) and such Option shall be exercisable during such period for the number of Shares subject to the Option with respect to which the right to exercise was (i) already accrued as of the Holder’s termination and (ii) would have accrued had the Holder remained a Service Provider continuously for thirty-six (36) months (or such lesser period of time as is determined by the Board) after the date of Holder’s termination. If, at the time of death, the Holder is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option (determined after taking into account the accelerated exercisability provided for in this Section 10(f)) shall immediately cease to be issuable under the Option and shall again become available for issuance under the Plan. The Option may be exercised by the executor or administrator of the Holder’s estate or, if none, by the person(s) entitled to exercise the Option under the Holder’s will or the laws of descent


or distribution. If, and to the extent, the Option is not so exercised within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall again become available for issuance under the Plan.
If a Holder dies within three (3) months after termination as a Service Provider (other than as a result of the Holder’s disability), the Option may be exercised within six (6) months following the date of death (but in no event later than the expiration of the term of such Option as set forth in the Option Agreement), by the Holder’s estate or by a person who acquires the right to exercise the Option by bequest or inheritance, but only to the extent the right to exercise such Option had accrued as of the date of death.
(g)Regulatory Extension. A Holder’s Option Agreement may provide that if the exercise of the Option following the termination of the Holder’s status as a Service Provider (other than upon the Holder’s death or Disability) would be prohibited at any time because the issuance of shares would violate the registration requirements under the Securities Act or because the sale of Shares on or after exercise would be inconsistent with the terms of the Company’s insider trading policy, then the Option shall terminate on the earlier of (i) the expiration of the term of the Option set forth in Section 8 or (ii) the expiration of a period of three (3) months after the termination of the Holder’s status as a Service Provider during which the exercise of the Option would not be in violation of such registration requirements or inconsistent with such insider trading policy, as applicable.
(h)Early Exercisability. The Administrator may provide in the terms of a Holder’s Option Agreement that the Holder may, at any time before the Holder’s status as a Service Provider terminates, exercise the Option in whole or in part prior to the full vesting of the Option; provided, however, that Shares acquired upon exercise of an Option which has not fully vested may be subject to any forfeiture, transfer or other restrictions as the Administrator may determine in its sole discretion.
(i)Buyout Provisions. The Administrator may at any time offer to buyout for a payment in cash or Shares, an Option previously granted, based on such terms and conditions as the Administrator shall establish and communicate to the Holder at the time that such offer is made.
11. Non Transferability of Options and Stock Purchase Rights.
     Options and Stock Purchase Rights 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 and may be exercised, during the lifetime of the Holder, only by the Holder. Notwithstanding the preceding sentence, a Non-Qualified Stock Option may be assigned in accordance with the terms of a Qualified Domestic Relations Order. The assigned Option may only be exercised by the person or persons who acquire a proprietary interest in the Option pursuant to such Qualified Domestic Relations Order. The terms applicable to the assigned Option (or portion thereof) shall be the same as those in effect for the Option immediately prior to such assignment and shall be set forth in such documents issued to the assignee as the Administrator may deem appropriate.
12. Stock Purchase Rights.
(a)Rights to Purchase. Stock Purchase Rights may be issued either alone, in addition to, or in tandem with Options granted under the Plan and/or cash awards made outside of the Plan. After the Administrator determines that it will offer Stock Purchase Rights under the Plan, it shall advise the offeree in writing of the terms, conditions and restrictions related to the offer, including the number of Shares that such person shall be entitled to purchase, the price to be paid, and the time within which such person must accept such offer. The offer shall be accepted by execution of a Restricted Stock purchase agreement in the form determined by the Administrator.
(b)Repurchase Right. Unless the Administrator determines otherwise, the Restricted Stock purchase agreement shall grant the Company the right to repurchase Shares acquired upon exercise of a Stock Purchase Right upon the termination of the purchaser’s status as a Service Provider for any reason. The purchase price for Shares repurchased by the Company pursuant to such repurchase right and the rate at which such repurchase right shall lapse shall be determined by the Administrator in its sole discretion, and shall be set forth in the Restricted Stock purchase agreement.


(c)Other Provisions. The Restricted Stock purchase agreement shall contain such other terms, provisions and conditions not inconsistent with the Plan as may be determined by the Administrator in its sole discretion.
(d)Rights as a Shareholder. Once the Stock Purchase Right is exercised, the purchaser shall have rights equivalent to those of a shareholder and shall be a shareholder when his or her 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 the Stock Purchase Right is exercised, except as provided in Section 13 of the Plan.
13. Adjustments upon Changes in Capitalization, Merger or Asset Sale.
(a)In the event that the Administrator determines that, other than an Equity Restructuring, any dividend or other distribution (whether in the form of cash, Common Stock, other securities, or other property), reorganization, merger, consolidation, combination, repurchase, liquidation, dissolution, or sale, transfer, exchange or other disposition of all or substantially all of the assets of the Company, or exchange of Common Stock or other securities of the Company, issuance of warrants or other rights to purchase Common Stock or other securities of the Company, or other similar corporate transaction or event, in the Administrator’s sole discretion, affects the Common Stock such that an adjustment is determined by the Administrator to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended by the Company to be made available under the Plan or with respect to any Option, Stock Purchase Right or Restricted Stock, then the Administrator shall, in such manner as it may deem equitable, adjust any or all of:
(i)the number and kind of shares of Common Stock (or other securities or property) with respect to which Options or Stock Purchase Rights may be granted or awarded (including, but not limited to, adjustments of the limitations in Section 3 on the maximum number and kind of shares which may be issued and adjustments of the maximum number of Shares that may be purchased by any Holder in any calendar year pursuant to Section 6(c));
(ii)the number and kind of shares of Common Stock (or other securities or property) subject to outstanding Options, Stock Purchase Rights or Restricted Stock; and
(iii)the grant or exercise price with respect to any Option or Stock Purchase Right.
(b)In the event of any transaction or event described in Section 13(a), the Administrator, in its sole discretion, and on such terms and conditions as it deems appropriate, either by the terms of the Option, Stock Purchase Right or Restricted Stock or by action taken prior to the occurrence of such transaction or event and either automatically or upon the Holder’s request, is hereby authorized to take any one or more of the following actions whenever the Administrator determines that such action is appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended by the Company to be made available under the Plan or with respect to any Option, Stock Purchase Right or Restricted Stock granted or issued under the Plan or to facilitate such transaction or event:
(i)To provide for either the purchase of any such Option, Stock Purchase Right or Restricted Stock for an amount of cash equal to the amount that could have been obtained upon the exercise of such Option or Stock Purchase Right or realization of the Holder’s rights had such Option, Stock Purchase Right or Restricted Stock been currently exercisable or payable or fully vested or the replacement of such Option, Stock Purchase Right or Restricted Stock with other rights or property selected by the Administrator in its sole discretion;
(ii)To provide that such Option or Stock Purchase Right shall be exercisable as to all shares covered thereby, notwithstanding anything to the contrary in the Plan or the provisions of such Option or Stock Purchase Right;


(iii)To provide that such Option, Stock Purchase Right or Restricted Stock be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted for by similar options, rights or 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;
(iv)To make adjustments in the number and type of shares of Common Stock (or other securities or property) subject to outstanding Options and Stock Purchase Rights, and/or in the terms and conditions of (including the grant or exercise price), and the criteria included in, outstanding Options, Stock Purchase Rights or Restricted Stock or Options, Stock Purchase Rights or Restricted Stock which may be granted in the future; and
(v)To provide that immediately upon the consummation of such event, such Option or Stock Purchase Right shall not be exercisable and shall terminate; provided, that for a specified period of time prior to such event, such Option or Stock Purchase Right shall be exercisable as to all Shares covered thereby, and the restrictions imposed under an Option Agreement or Restricted Stock purchase agreement upon some or all Shares may be terminated and, in the case of Restricted Stock, some or all shares of such Restricted Stock may cease to be subject to repurchase, notwithstanding anything to the contrary in the Plan or the provisions of such Option, Stock Purchase Right or Restricted Stock purchase agreement.
(c)In connection with the occurrence of any Equity Restructuring, and notwithstanding anything to the contrary in Sections 13(a) and 13(b) hereof:
(i)The number and type of securities subject to each outstanding Option or Stock Purchase Right and the exercise price or grant price thereof, if applicable, will be proportionately adjusted. The adjustments provided under this Section 13(c)(i) shall be nondiscretionary and shall be final and binding on the affected Holder and the Company.
(ii)The Administrator shall make such proportionate adjustments, if any, as the Administrator in its discretion may deem appropriate to reflect such Equity Restructuring with respect to the aggregate number and kind of shares that may be issued under the Plan (including, but not limited to, adjustments of the limitations in Section 3 hereof).
(d)If the Company undergoes an Acquisition, then the vesting of any outstanding Options, Stock Purchase Rights or Restricted Stock (and, if applicable, the time during which such awards may be exercised) shall be accelerated and made fully exercisable and all restrictions thereon shall lapse at least ten (10) days prior to the closing of the Acquisition. Any surviving corporation or entity or acquiring corporation or entity, or affiliate of such corporation or entity, may assume any Options, Stock Purchase Rights or Restricted Stock outstanding under the Plan or may substitute similar stock awards (including an award to acquire the same consideration paid to the stockholders in the transaction described in this subsection 13(d)) for those outstanding under the Plan. In the event any surviving corporation or entity or acquiring corporation or entity in an Acquisition, or affiliate of such corporation or entity, does not assume any Options, Stock Purchase Rights or Restricted Stock or does not substitute similar stock awards for those outstanding under the Plan, then such Options or Stock Purchase Rights shall terminate if not exercised prior to the closing of such Acquisition.
(e)Subject to Section 3, the Administrator may, in its sole discretion, include such further provisions and limitations in any Option, Stock Purchase Right, Restricted Stock agreement or certificate, as it may deem equitable and in the best interests of the Company.
(f)The existence of the Plan, any Option Agreement or Restricted Stock purchase agreement and the Options or Stock Purchase Rights granted hereunder shall not affect or restrict in any way the right or power of the Company or the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, any merger or consolidation of the Company, any issue of stock or of options, warrants or rights to purchase stock or of bonds, debentures, preferred or prior preference stocks whose rights are superior


to or affect the Common Stock or the rights thereof or which are convertible into or exchangeable for Common Stock, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.
14. Time of Granting Options and Stock Purchase Rights.
     The date of grant of an Option or Stock Purchase Right shall, for all purposes, be the date on which the Administrator makes the determination granting such Option or Stock Purchase Right, or such other date as is determined by the Administrator. Notice of the determination shall be given to each Employee or Consultant to whom an Option or Stock Purchase Right is so granted within a reasonable time after the date of such grant.
15. Amendment and Termination of the Plan.
(a)Amendment and Termination. The Board may at any time wholly or partially amend, alter, suspend or terminate the Plan. However, without approval of the Company’s stockholders given within twelve (12) months before or after the action by the Board, no action of the Board may, except as provided in Section 13, increase the limits imposed in Section 3 on the maximum number of Shares which may be issued under the Plan or extend the term of the Plan under Section 7.
(b)Stockholder Approval. The Board shall obtain stockholder approval of any Plan amendment to the extent necessary and desirable to comply with Applicable Laws.
(c)Effect of Amendment or Termination. No amendment, alteration, suspension or termination of the Plan shall impair the rights of any Holder, unless mutually agreed otherwise between the Holder and the Administrator, which agreement must be in writing and signed by the Holder and the Company. Termination of the Plan shall not affect the Administrator’s ability to exercise the powers granted to it hereunder with respect to Options, Stock Purchase Rights or Restricted Stock granted or awarded under the Plan prior to the date of such termination.
16. 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. Options, Stock Purchase Rights or Restricted Stock may be granted or awarded prior to such stockholder approval, provided that such Options, Stock Purchase Rights and Restricted Stock 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 Options, Stock Purchase Rights and Restricted Stock previously granted or awarded under the Plan shall thereupon be canceled and become null and void.
17. Inability to Obtain Authority.
     The 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.
18. Reservation of Shares.
     The Company, during the term of this Plan, shall at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan.
19. Repurchase Provisions.
     The Administrator in its sole discretion may provide that the Company may repurchase Shares acquired upon exercise of an Option or Stock Purchase Right upon the occurrence of certain specified events, including, without limitation, a Holder’s termination as a Service Provider, divorce, bankruptcy or insolvency.


20. Investment Intent.
     The Company may require a Plan participant, as a condition of exercising or acquiring stock under any Option or Stock Purchase Right, (i) to give written assurances satisfactory to the Company as to the participant’s knowledge and experience in financial and business matters and/or to employ a purchaser representative reasonably satisfactory to the Company who is knowledgeable and experienced in financial and business matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the merits and risks of exercising the Option or Stock Purchase Right; and (ii) to give written assurances satisfactory to the Company stating that the participant is acquiring the stock subject to the Option or Stock Purchase Right for the participant’s own account and not with any present intention of selling or otherwise distributing the stock. The foregoing requirements, and any assurances given pursuant to such requirements, shall be inoperative if (A) the issuance of the shares upon the exercise or acquisition of stock under the applicable Option or Stock Purchase Right has been registered under a then currently effective registration statement under the Securities Act or (B) as to any particular requirement, a determination is made by counsel for the Company that such requirement need not be met in the circumstances under the then applicable securities laws. The Company may, upon advice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in order to comply with applicable securities laws, including, but not limited to, legends restricting the transfer of the stock.
21. Governing Law.
     The validity and enforceability of this Plan shall be governed by and construed in accordance with the laws of the State of Delaware without regard to otherwise governing principles of conflicts of law.


GERON CORPORATION
C/O COMPUTERSHARE
350 INDIANA ST., SUITE 750
GOLDEN, CO 80401
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ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
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VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
M21274-P90580 KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
GERON CORPORATIONForWithholdFor All
AllAllExcept
Vote on Directors
1.   Election of Class II Directors.ooo
Nominees
01)   Edward V. Fritzky
02)Thomas D. Kiley
To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.

If you wish to withhold authority to vote for any individual nominee, strike a line through that individual's name.
ForAgainstAbstain
Vote on Proposals
2.   To approve an amendment to the Company’s 2002 Equity Incentive Plan to increase the aggregate number of shares of  Common Stock authorized for issuance under such plan by 5,000,000 shares.ooo
3.To ratify appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2010.ooo
4.
As said proxies deem advisable on such other matters as may come before the meeting and any adjournment(s) or postponement(s) thereof.
ooo
NOTE: PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD IN THE ENCLOSED ENVELOPE.


Please sign exactly as name(s) appear(s) hereon. When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee, or guardian, please give full title as such. If a corporation, please sign in full corporate name by President or other authorized officer. If a partnership, please sign in partnership name by authorized person.


Signature [PLEASE SIGN WITHIN BOX]
Date

Signature (Joint Owners)
Date

Table of Contents






















Table of Contents









Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
TheLetter to Stockholders, Notice and 2012 Proxy Statement, and 2011 Annual Report and Form 10-K are available at www.proxyvote.com.









M21275-P90580       
M43296-P22518


THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS OF

GERON CORPORATION
20102012 ANNUAL MEETING OF STOCKHOLDERS

The undersigned stockholder of Geron Corporation, a Delaware corporation (the "Company"), hereby acknowledges receipt of the Notice of Annual Meeting of Stockholders and Proxy Statement, each dated March 29, 2010,2012, and hereby appoints Thomas B. OkarmaJohn A. Scarlett, M.D., and David L. Greenwood,Stephen N. Rosenfield, or either of them, as proxies and attorneys-in-fact with full power to each of substitution, on behalf and in the name of the undersigned to represent the undersigned at the 20102012 Annual Meeting of Stockholders of Geron Corporation to be held on May 19, 2010,17, 2012, at 8:3000 a.m. local time, at the Company's headquarters at 230 Constitution Drive, Menlo Park, CA 94025Pacific Time and at any adjournment(s) or postponement(s) thereof, and to vote all shares of Common Stock that the undersigned would be entitled to vote if then and there personally present, on the matters set forth on the reverse side, and in their discretion, upon such other matter or matters that may properly come before the meeting and any adjournment(s) or postponement(s) thereof.

The 2012 Annual Meeting will be held completely virtual. You will be able to attend, vote and submit your questions during the meeting via live webcast via the Internet at www.virtualshareholdermeeting.com/geron2012.

This proxy will be voted as directed or, if no contrary direction is indicated, will be voted as follows: (1) for

  • "FOR" the election as directors of twothe three nominees as Class II Directors to hold office until the Annual Meeting of Stockholders in 2013; (2)I Directors;
  • "FOR" proposal 2, to approve an amendment to the Company's 2002 Equity Incentive PlanCompany’s Restated Certificate of Incorporation to increase the aggregate number of authorized shares of the Company’s Common Stock authorized for issuance under such plan by 5,000,000from 200,000,000 to 300,000,000 shares; (3)
  • "FOR" proposal 3, the advisory vote to ratifyapprove named executive officer compensation;
  • "FOR" proposal 4, ratification of the appointment of Ernst & Young LLP as the Company'sCompany’s independent registered public accounting firm for the fiscal year ending December 31, 2010; 2012;

and (4) as said proxies deem advisable on such other matters as may come before the meeting and any adjournment(s) or postponement(s) thereof.

(CONTINUED AND TO BE SIGNED ON REVERSE SIDESIDE)




Table of Contents


GERON CORPORATION
C/O COMPUTERSHARE
350 INDIANA STREET, SUITE 750
GOLDEN, CO 80401

VOTE BY INTERNET
Before The Meeting- Go towww.proxyvote.com

Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

During The Meeting - Go towww.virtualshareholdermeeting.com/geron2012

You may attend the Meeting via the Internet and vote during the Meeting. Have the information available that is printed in the box marked by the arrow below and follow the instructions.

VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.






TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:x
M43295-P22518KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

GERON CORPORATIONForWithhold For All
The Board of Directors recommends that youAllAllExcept
vote FOR the following:
1.    Election of the three (3) Class I Directors to each¨¨¨
serve for a three-year term.
Nominees:
01)    Thomas Hofstaetter, Ph.D.
02)John A. Scarlett, M.D.
03)Robert J. Spiegel, M.D., FACP
To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.





The Board of Directors recommends that you vote FOR the following proposals:ForAgainstAbstain
2.    To approve an amendment to the Company’s Restated Certificate of Incorporation to increase the number of authorized shares of the Company’s Common Stock from 200,000,000 to 300,000,000 shares.¨¨¨
3.An advisory vote to approve named executive officer compensation.¨¨¨
4.To ratify appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012.¨¨¨
5.As said proxies deem advisable on such other matters as may come before the meeting and any adjournment(s) or postponement(s) thereof.¨¨¨




Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by an authorized officer.




Signature [PLEASE SIGN WITHIN BOX]DateSignature (Joint Owners)Date