Departure of Directors

On February 13, 2013, Edward V. Fritzky, a Class II member of the Board of Directors (the "Board") of Geron Corporation (the "Company"), notified the Company of his decision to retire from the Board, effective as of May 22, 2013, the date of the Company's next Annual Meeting of Stockholders (the "2013 Annual Stockholders Meeting"). In addition, Thomas D. Kiley, Esq., also a Class II member of the Board, notified the Company of his decision to retire as a member of the Board, effective as of the 2013 Annual Stockholders Meeting. Until their retirement from the Board, Messrs. Fritzky and Kiley will each continue to serve on the Audit Committee of the Board.

Compensatory Arrangements of Certain Officers

On February 13, 2013, the Company's Board approved an annual base salary of $569,250 for 2013 and a cash performance bonus of $330,000 for 2012 for John A. Scarlett, M.D., the Company's President and Chief Executive Officer. Dr. Scarlett's annual base salary for 2013 represents an increase of 3.5%, or $19,250, from his 2012 annual base salary. In addition, on February 13, 2013, the Company's Board approved the grant of a stock option to purchase 1,340,000 shares of the Company's common stock to Dr. Scarlett, at an exercise price of $1.50 per share. The other terms of the stock option granted to Dr. Scarlett are set out below.

Executive Officer Stock Option Grants

   On February 12, 2013, the Company's Compensation Committee of the Board
approved the grant of stock options to purchase the Company's common stock to
the principal financial officer and named executive officers of the Company. The
following table sets forth the number of shares underlying the stock option
grants:

                                                    Number of
                                                      Shares      Exercise Price
                                                    Underlying       of Stock
                                                   Stock Option       Option
         Name                   Position              Grant          ($/Share)
Olivia K. Bloom        Chief Financial Officer,      400,000       $          1.51
                           Senior Vice President,
                           Finance and Treasurer
Melissa A. Kelly Behrs Senior Vice President,        300,000       $          1.51
                           Portfolio and Alliance
                           Management
Andrew J. Grethlein,   Executive Vice President,     300,000       $          1.51
    Ph.D.                  Technical Operations &
                           Acting Head of Research
Stephen M. Kelsey,     Executive Vice President,     470,000       $          1.51
    M.D., F.R.C.P.,        R&D and Chief Medical
    F.R.C.Path.            Officer
Stephen N. Rosenfield  Executive Vice President,     420,000       $          1.51
                           Legal Affairs and Human
                           Resources, General
                           Counsel and Corporate
                           Secretary

The stock options granted to Dr. Scarlett and the other named executive officers of the Company (i) were granted pursuant to the Company's 2011 Incentive Award Plan; (ii) terminate ten years from the date of grant or earlier in the event the optionee's service terminates; (iii) have an exercise price per share equal to the closing price of the Company's common stock as reported on the NASDAQ Global Select Market on the date of grant; and (iv) vest in a series of forty-eight (48) equal consecutive monthly installments, commencing from the date of grant (provided the optionee continues to provide services to the Company); however, if the optionee has not yet completed six (6) consecutive months of services to the Company, the options will vest as follows: after the end of such six (6) month period, up to one eighth (1/8) of the total number of option shares will vest, and the balance of option shares will vest in a series of equal and consecutive monthly installments of whole shares over the remaining period thereafter, for an aggregate total of forty-eight (48) months; in each case subject to full vesting acceleration in the event of a merger, acquisition or similar change in control of the Company as provided for under the stock option agreement. Dr. Grethlein has not yet completed six (6) consecutive months of services to the Company, and therefore option shares granted to Dr. Grethlein will not vest until completion of such six (6) month period, whereupon the option shares will vest as set forth above.