EXHIBIT 10.30
Geron Corporation
919 E. Hillsdale Blvd., Suite 250 Foster City, CA 94404
+1 650 473 7700 main
+1 650 473 7750 fax
www.geron.com
EMPLOYMENT AGREEMENT
This Employment Agreement (“Agreement”) is made effective as of July 9, 2022 (the “Effective Date”), by and between Faye Feller (“Executive”) and Geron Corporation, a Delaware corporation (the “Company”) with corporate offices in Parsippany, New Jersey and Foster City, California.
Whereas, the Company desires to employ Executive to provide personal services to the Company, and wishes to provide Executive with certain compensation and benefits in return for Executive’s services;
Whereas, Executive wishes to be employed by the Company and provide personal services to the Company in return for certain compensation and benefits; and
Whereas, Executive will be assigned to the Company’s Parsippany, New Jersey office.
Now, Therefore, in consideration of the mutual promises and covenants contained herein, it is hereby agreed by and between the parties hereto as follows:
ARTICLE I
DEFINITIONS
For purposes of the Agreement, the following terms are defined as follows:
(c) equivalent or higher bonus opportunity as the bonus opportunity for the year preceding the year in which the termination occurs, and (d) a principal work location that is both (i) no more than forty-five (45) miles from Executive’s principal work location immediately prior to Executive’s termination and (ii) no more than thirty (30) miles farther from Executive’s principal weekday residence than was Executive’s principal work location immediately prior to the termination.
ARTICLE II
EMPLOYMENT BY THE COMPANY
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those policies relating to protection of confidential information and assignment of inventions. In the event of a conflict between the terms of this Agreement and the Company’s general employment policies or practices, this Agreement shall control.
ARTICLE III
COMPENSATION
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equal to the fair market value of Company common stock, as reported by the Nasdaq Global Select Market, as of close on July 8, 2022. The shares of the Promotion Options shall vest in equal installments on each monthly anniversary of the Effective Date over a period of 48 months. The shares of Performance Options 180K shall vest in full upon written certification by the Compensation Committee of the Board of the achievement of acceptance for review by the United States Food and Drug Administration (FDA) of a New Drug Application (NDA) for the first imetelstat indication. The shares of the Performance Options 200K shall vest in full upon written certification by the Compensation Committee of the Board of the achievement of regulatory approval by the FDA of an NDA for the first imetelstat indication. All stock options will be granted under the Company’s Equity Incentive Plan and shall be subject to and governed by the terms of the Equity Incentive Plan and respective stock option agreements to be entered into between the Company and Executive.
ARTICLE IV
SEVERANCE BENEFITS AND RELEASE
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For the avoidance of doubt, all amounts payable under this Agreement shall be subject to applicable federal, state, local or foreign tax withholding requirements.
The Company for general audit purposes shall engage a nationally recognized public accounting firm (the “Accounting Firm”) to perform the foregoing calculations. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. The Accounting Firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive within fifteen (15) calendar days after the date on which Executive’s right to a Payment is triggered (if requested at that time by the Company or Executive) or such other time as requested by the Company or Executive. If the Accounting Firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish the Company and Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding, and conclusive upon the Company and Executive.
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ARTICLE V
PROPRIETARY INFORMATION OBLIGATIONS
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ARTICLE VI
OUTSIDE ACTIVITIES
ARTICLE VII
NONINTERFERENCE
While employed by the Company, and for one (1) year immediately following the date on which Executive terminates employment or otherwise ceases providing services to the Company, Executive agrees not to interfere with the business of the Company by soliciting or attempting to solicit any employee of the Company to terminate such employee’s employment in order to become an employee, consultant, or independent contractor to or for any pharmaceutical or biotechnology competitor of the Company. Executive’s duties under this Article VII shall survive termination of Executive’s employment with the Company and the termination of this Agreement.
ARTICLE VIII
DEBARMENT
You certify that you have never been: (a) debarred by any relevant authorities, pursuant to any applicable law, including, but not limited to, Section 306(a) and (b) of the US Federal Food, Drug, and Cosmetic Act; (b) convicted of any of the felonies identified among the Exclusion Authorities listed on the
U.S. Department of Health and Human Services (HHS) Office of Inspector General website; or (c) listed as being suspended, debarred, or excluded, or otherwise ineligible to participate in Federal procurement or non-procurement programs, including, but not limited to, being listed on the List of Excluded Individuals/Entities (LEIE) database on the HHS Office of Inspector General website. If you become suspended, debarred, or excluded pursuant to any of the foregoing, you must notify the Company immediately in writing.
ARTICLE IX
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GENERAL PROVISIONS
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upon execution of this Agreement by means of such electronic signatures or maintenance of the executed agreement electronically.
In Witness Whereof, the parties have executed this Agreement on the respective dates set forth
below:
GERON CORPORATION
By: /s/ John Scarlett John A. Scarlett, MD
Chairman of the Board, President & CEO
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Date: 21 – Jun - 2022
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Accepted and agreed this [21] day of June , 2022,
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/s/ Faye Feller
Faye Feller
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