UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE
ACT OF 1934
Date of Report (Date of Earliest Event Reported): September 24, 2013
GERON CORPORATION
(Exact name of registrant
as specified in its charter)
| Delaware | 0-20859 | 75-2287752 |
| (State or other jurisdiction | (Commission File Number) | (IRS Employer |
| of incorporation) | Identification No.) |
149 COMMONWEALTH DRIVE, SUITE
2070
MENLO PARK, CALIFORNIA 94025
(Address of principal executive offices, including zip code)
(650) 473-7700
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On September 24, 2013, the Compensation Committee of the Board of Directors of Geron Corporation (the “Company” or “Geron”) approved, and effective September 24, 2013, the Company entered into, an amendment to the employment agreements between the Company and each of the following executive officers of the Company: Melissa A. Kelly Behrs, Senior Vice President, Portfolio and Alliance Management (the “Behrs Employment Agreement Amendment”), Olivia K. Bloom, Senior Vice President, Finance, Chief Financial Officer and Treasurer (the “Bloom Employment Agreement Amendment”), Craig C. Parker, Senior Vice President, Corporate Development (the “Parker Employment Agreement Amendment”), and Stephen N. Rosenfield, Executive Vice President, General Counsel and Corporate Secretary (the “Rosenfield Employment Agreement Amendment”). Collectively, the Behrs Employment Agreement Amendment, Bloom Employment Agreement Amendment, Parker Employment Agreement Amendment and Rosenfield Employment Agreement Amendment are referred to herein as the “Employment Agreement Amendments”.
Each of the Employment Agreement Amendments identifies the terms under which an executive officer will forfeit his/her annual bonus. If the Company determines, in the case of any of the above-named executive officers, that such executive officer has engaged in any misconduct intended to affect the payment of his/her annual bonus, or has otherwise engaged in any act or omission that would constitute cause for termination of his/her employment, as defined by his/her employment agreement, such executive will automatically and immediately forfeit his/her entire annual bonus. If the annual bonus has already been paid to such executive officer, it will be deemed unearned, and the Company shall have the right to recover the entire amount of the annual bonus. Under each of the Employment Agreement Amendments, the Company and each of the above-named executive officers also agreed that any options or other exercisable equity interest in the Company granted to each such executive officer prior to or subsequently to the date of the applicable Employment Agreement Amendment, will remain outstanding and exercisable until the earlier of (i) the second (2 nd ) anniversary of the date of termination of such executive officer’s services to the Company or (ii) the original expiration date of the option or other equity interest, under a Covered Termination (as defined in the respective executive officer’s employment agreement).
The foregoing description of the Employment Agreement Amendments is a summary of the material terms of such Employment Agreement Amendments, and is qualified in its entirety by reference to the Employment Agreement Amendments, copies of which are filed herewith as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
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| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | ||
| 10.1 |
First Amendment to Employment Agreement between Geron Corporation and Melissa A. Kelly Behrs, effective as of September 24, 2013. |
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10.2 |
First Amendment to Employment Agreement between Geron Corporation and Olivia K. Bloom, effective as of September 24, 2013. |
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10.3 |
First Amendment to Employment Agreement between Geron Corporation and Craig C. Parker, effective as of September 24, 2013. |
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10.4 |
First Amendment to Employment Agreement between Geron Corporation and Stephen N. Rosenfield, effective as of September 24, 2013. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GERON CORPORATION | ||
| Date: September 27, 2013 | By: | /s/ Stephen N. Rosenfield |
| Stephen N. Rosenfield | ||
| Executive Vice President, General | ||
| Counsel and Corporate Secretary | ||
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EXHIBIT INDEX
| Exhibit No. | Description | ||
| 10.1 |
First Amendment to Employment Agreement between Geron Corporation and Melissa A. Kelly Behrs, effective as of September 24, 2013. |
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10.2 |
First Amendment to Employment Agreement between Geron Corporation and Olivia K. Bloom, effective as of September 24, 2013. |
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10.3 |
First Amendment to Employment Agreement between Geron Corporation and Craig C. Parker, effective as of September 24, 2013. |
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10.4 |
First Amendment to Employment Agreement between Geron Corporation and Stephen N. Rosenfield, effective as of September 24, 2013. |
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EXHIBIT 10.1
[Geron Letterhead]
September 24, 2013
Melissa A. Behrs
[Home Address]
RE: First Amendment to Employment Agreement
Dear Melissa:
By this First Amendment to your Employment Agreement (the “First Amendment”), you and the Company agree to amend your Employment Agreement, dated January 31, 2013 (the “Agreement”), by deleting Section 3.2 of the Agreement in its entirety and replacing it with the following:
“3.2 Bonus. Executive shall be eligible to earn, for each fiscal year of the Company ending during Executive’s employment with the Company, an annual discretionary cash bonus (an “Annual Bonus”) targeted at forty percent (40%) of Executive’s Base Salary. If the Company determines, in it reasonable discretion, that Executive has engaged in any misconduct intended to affect the payment of his/her Annual Bonus, or has otherwise engaged in any act or omission that would constitute Cause for termination of employment, as defined by Section 1.2 of the Agreement, Executive will automatically and immediately forfeit his/her entire Annual Bonus. If the Annual Bonus has already been paid to Executive, such Annual Bonus will be deemed unearned, and the Company shall have the right to recover the entire amount of the Annual Bonus paid to Executive for the calendar year(s) in which such misconduct or other act or omission constituting Cause occurred. Without limiting the foregoing, any such misconduct or other act or omission constituting Cause will subject Executive to disciplinary action up to and including termination of employment. In addition, any Annual Bonus paid to Executive for the calendar year(s) in which such misconduct or other Cause occurred is subject to recoupment in accordance with The Dodd–Frank Wall Street Reform and Consumer Protection Act and any implementing regulations, any other clawback policy adopted by the Company and any compensation recovery policy otherwise required by applicable laws, regulations or statutes. Recovery by the Company of an Annual Bonus in accordance with this Section shall not constitute an event giving rise to a right by Executive to voluntarily terminate his/her employment for cause based on such recovery by Company, nor shall it constitute “constructive termination”, or any similar term or circumstance under the Agreement or any other plan or agreement with the Company.”
In consideration for your execution of this First Amendment, your employment by the Company will continue on the terms and conditions set forth in the Agreement, as amended hereby. In addition, Section 4.1(ii)(d) of the Agreement shall be amended by deleting the word “subsequent” and replacing it with the phrase “other (i.e. granted prior or subsequently to the date hereof)”, such that the amended Section shall read:
“(d) the Option, along with any other options (i.e. granted prior or subsequently to the date hereof) or other exercisable equity interest in the Company held by Executive, shall remain outstanding and exercisable through the earlier of (i) the second (2 nd ) anniversary of the date of termination or (ii) the original expiration date of the option or other equity interest.”
Please sign below to indicate your agreement hereto.
Sincerely,
| GERON CORPORATION | ||||
| By: | /s/ John A. Scarlett | September 24, 2013 | ||
| John A. Scarlett, M.D. | Date | |||
| Chief Executive Officer | ||||
| ACKNOWLEDGED AND AGREED TO: | |||
| Melissa Behrs | |||
| Print Name | |||
| /s/ Melissa A. Kelly Behrs | September 24, 2013 | ||
| Signature |
EXHIBIT 10.2
[Geron Letterhead]
September 24, 2013
Olivia K. Bloom
[Home Address]
RE: First Amendment to Employment Agreement
Dear Olivia:
By this First Amendment to your Employment Agreement (the “First Amendment”), you and the Company agree to amend your Employment Agreement, dated December 7, 2012 (the “Agreement”), by deleting Section 3.2 of the Agreement in its entirety and replacing it with the following:
“3.2 Bonus. Executive shall be eligible to earn, for each fiscal year of the Company ending during Executive’s employment with the Company, an annual discretionary cash bonus (an “Annual Bonus”) targeted at forty percent (40%) of Executive’s Base Salary. If the Company determines, in it reasonable discretion, that Executive has engaged in any misconduct intended to affect the payment of his/her Annual Bonus, or has otherwise engaged in any act or omission that would constitute Cause for termination of employment, as defined by Section 1.2 of the Agreement, Executive will automatically and immediately forfeit his/her entire Annual Bonus. If the Annual Bonus has already been paid to Executive, such Annual Bonus will be deemed unearned, and the Company shall have the right to recover the entire amount of the Annual Bonus paid to Executive for the calendar year(s) in which such misconduct or other act or omission constituting Cause occurred. Without limiting the foregoing, any such misconduct or other act or omission constituting Cause will subject Executive to disciplinary action up to and including termination of employment. In addition, any Annual Bonus paid to Executive for the calendar year(s) in which such misconduct or other Cause occurred is subject to recoupment in accordance with The Dodd–Frank Wall Street Reform and Consumer Protection Act and any implementing regulations, any other clawback policy adopted by the Company and any compensation recovery policy otherwise required by applicable laws, regulations or statutes. Recovery by the Company of an Annual Bonus in accordance with this Section shall not constitute an event giving rise to a right by Executive to voluntarily terminate his/her employment for cause based on such recovery by Company, nor shall it constitute “constructive termination”, or any similar term or circumstance under the Agreement or any other plan or agreement with the Company.”
In consideration for your execution of this First Amendment, your employment by the Company will continue on the terms and conditions set forth in the Agreement, as amended hereby. In addition, Section 4.1(ii)(d) of the Agreement shall be amended by deleting the word “subsequent” and replacing it with the phrase “other (i.e. granted prior or subsequently to the date hereof)”, such that the amended Section shall read:
“(d) the Option, along with any other options (i.e. granted prior or subsequently to the date hereof) or other exercisable equity interest in the Company held by Executive, shall remain outstanding and exercisable through the earlier of (i) the second (2 nd ) anniversary of the date of termination or (ii) the original expiration date of the option or other equity interest.”
Please sign below to indicate your agreement hereto.
Sincerely,
| GERON CORPORATION | ||||
| By: | /s/ John A. Scarlett | September 24, 2013 | ||
| John A. Scarlett, M.D. | Date | |||
| Chief Executive Officer | ||||
| ACKNOWLEDGED AND AGREED TO: | |||
| Olivia Bloom | |||
| Print Name | |||
| /s/ Olivia Bloom | September 24, 2013 | ||
| Signature |
EXHIBIT 10.3
[Geron Letterhead]
September 24, 2013
Craig C. Parker
[Home Address]
RE: First Amendment to Employment Agreement
Dear Craig:
By this First Amendment to your Employment Agreement (the “First Amendment”), you and the Company agree to amend your Employment Agreement, dated December 3, 2012 (the “Agreement”), by deleting Section 3.2 of the Agreement in its entirety and replacing it with the following:
“3.2 Bonus. Executive shall be eligible to earn, for each fiscal year of the Company ending during Executive’s employment with the Company, an annual discretionary cash bonus (an “Annual Bonus”) targeted at forty percent (40%) of Executive’s Base Salary. If the Company determines, in it reasonable discretion, that Executive has engaged in any misconduct intended to affect the payment of his/her Annual Bonus, or has otherwise engaged in any act or omission that would constitute Cause for termination of employment, as defined by Section 1.2 of the Agreement, Executive will automatically and immediately forfeit his/her entire Annual Bonus. If the Annual Bonus has already been paid to Executive, such Annual Bonus will be deemed unearned, and the Company shall have the right to recover the entire amount of the Annual Bonus paid to Executive for the calendar year(s) in which such misconduct or other act or omission constituting Cause occurred. Without limiting the foregoing, any such misconduct or other act or omission constituting Cause will subject Executive to disciplinary action up to and including termination of employment. In addition, any Annual Bonus paid to Executive for the calendar year(s) in which such misconduct or other Cause occurred is subject to recoupment in accordance with The Dodd–Frank Wall Street Reform and Consumer Protection Act and any implementing regulations, any other clawback policy adopted by the Company and any compensation recovery policy otherwise required by applicable laws, regulations or statutes. Recovery by the Company of an Annual Bonus in accordance with this Section shall not constitute an event giving rise to a right by Executive to voluntarily terminate his/her employment for cause based on such recovery by Company, nor shall it constitute “constructive termination”, or any similar term or circumstance under the Agreement or any other plan or agreement with the Company.”
In consideration for your execution of this First Amendment, your employment by the Company will continue on the terms and conditions set forth in the Agreement, as amended hereby. In addition, Section 4.1(ii)(d) of the Agreement shall be amended by deleting the word “subsequent” and replacing it with the phrase “other (i.e. granted prior or subsequently to the date hereof)”, such that the amended Section shall read:
“(d) the Option, along with any other options (i.e. granted prior or subsequently to the date hereof) or other exercisable equity interest in the Company held by Executive, shall remain outstanding and exercisable through the earlier of (i) the second (2 nd ) anniversary of the date of termination or (ii) the original expiration date of the option or other equity interest.”
Please sign below to indicate your agreement hereto.
Sincerely,
| GERON CORPORATION | ||||
| By: | /s/ John A. Scarlett | September 24, 2013 | ||
| John A. Scarlett, M.D. | Date | |||
| Chief Executive Officer | ||||
| ACKNOWLEDGED AND AGREED TO: | |||
| Craig C. Parker | |||
| Print Name | |||
| /s/ Craig C. Parker | September 24, 2013 | ||
| Signature |
EXHIBIT 10.4
[Geron Letterhead]
September 24, 2013
Stephen N. Rosenfield
[Home Address]
RE: First Amendment to Employment Agreement
Dear Stephen:
By this First Amendment to your Employment Agreement (the “First Amendment”), you and the Company agree to amend your Employment Agreement, dated February 16, 2012 (the “Agreement”), by deleting Section 3.2 of the Agreement in its entirety and replacing it with the following:
“3.2 Bonus. Executive shall be eligible to earn, for each fiscal year of the Company ending during Executive’s employment with the Company, an annual discretionary cash bonus (an “Annual Bonus”) targeted at forty-five percent (45%) of Executive’s Base Salary. If the Company determines, in it reasonable discretion, that Executive has engaged in any misconduct intended to affect the payment of his/her Annual Bonus, or has otherwise engaged in any act or omission that would constitute Cause for termination of employment, as defined by Section 1.2 of the Agreement, Executive will automatically and immediately forfeit his/her entire Annual Bonus. If the Annual Bonus has already been paid to Executive, such Annual Bonus will be deemed unearned, and the Company shall have the right to recover the entire amount of the Annual Bonus paid to Executive for the calendar year(s) in which such misconduct or other act or omission constituting Cause occurred. Without limiting the foregoing, any such misconduct or other act or omission constituting Cause will subject Executive to disciplinary action up to and including termination of employment. In addition, any Annual Bonus paid to Executive for the calendar year(s) in which such misconduct or other Cause occurred is subject to recoupment in accordance with The Dodd–Frank Wall Street Reform and Consumer Protection Act and any implementing regulations, any other clawback policy adopted by the Company and any compensation recovery policy otherwise required by applicable laws, regulations or statutes. Recovery by the Company of an Annual Bonus in accordance with this Section shall not constitute an event giving rise to a right by Executive to voluntarily terminate his/her employment for cause based on such recovery by Company, nor shall it constitute “constructive termination”, or any similar term or circumstance under the Agreement or any other plan or agreement with the Company.”
In consideration for your execution of this First Amendment, your employment by the Company will continue on the terms and conditions set forth in the Agreement, as amended hereby. In addition, Section 4.1(ii)(d) of the Agreement shall be amended by deleting the word “subsequent” and replacing it with the phrase “other (i.e. granted prior or subsequently to the date hereof)”, such that the amended Section shall read:
“(d) the Option, along with any other options (i.e. granted prior or subsequently to the date hereof) or other exercisable equity interest in the Company held by Executive, shall remain outstanding and exercisable through the earlier of (i) the second (2 nd ) anniversary of the date of termination or (ii) the original expiration date of the option or other equity interest.”
Please sign below to indicate your agreement hereto.
Sincerely,
| GERON CORPORATION | ||||
| By: | /s/ John A. Scarlett | September 24, 2013 | ||
| John A. Scarlett, M.D. | Date | |||
| Chief Executive Officer | ||||
| ACKNOWLEDGED AND AGREED TO: | |||
| Stephen N. Rosenfield | |||
| Print Name | |||
| /s/ Stephen N. Rosenfield | September 24, 2013 | ||
| Signature |