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): February 10, 2014
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:
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| [ ] | 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. |
Compensatory Arrangements of Certain Officers
On February 10, 2014, the Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of Geron Corporation (“Geron” or the “Company”) approved: (a) annual base salaries for 2014, (b) cash performance bonuses for 2013, and (c) equity grants for 2014 for the following principal financial officer and executive officers of the Company:
| Salary | Salary | Shares | ||||
| Increase | Increase | Underlying | Exercise Price | |||
| Over 2013 | Over 2013 | 2014 Stock | of 2014 Stock | |||
| Base Salary | Base Salary | 2014 Base | 2013 Cash | Option | Option Grant | |
| Name and Current Position | (%) | ($) | Salary | Bonus | Grant | ($/Share) |
|
Olivia
K. Bloom,
Executive Vice President, Finance, Chief Financial Officer, and Treasurer |
10.6% | $35,000 | $365,000 | $135,960 | 400,000 | $5.01 |
|
Melissa
A. Kelly Behrs,
Executive Vice President, Portfolio and Alliance Management |
3.1% | $10,450 | $352,000 | $148,916 | 400,000 | $5.01 |
|
Andrew
J. Grethlein,
Ph.D., Executive Vice President, Technical Operations |
3.2% | $11,575 | $379,000 | $170,301 | 400,000 | $5.01 |
|
Craig C.
Parker, Executive
Vice President, Corporate Development and Scientific Affairs |
3.6% (1) | $12,688 | $362,000 | $115,133 | 400,000 | $5.01 |
|
Stephen
N. Rosenfield,
Executive Vice President, Legal Affairs and Human Resources, General Counsel and Corporate Secretary |
3.2% | $9,780 | $312,000 (2) | $146,199 | 400,000 | $5.01 |
| (1) | Based on Mr. Parker’s 2013 base salary of $279,450, reflecting Mr. Parker’s employment by the Company at 80% time in 2013. Effective February 11, 2014, Mr. Parker’s level of employment increased from 80% to 100% time. |
| (2) | Reflects Mr. Rosenfield’s continued employment by the Company at 80% time. |
2
On February 11, 2014, the Board approved an annual base salary of $586,500 for 2014 and a cash performance bonus of $341,550 for 2013 for John A. Scarlett, M.D., the Company’s President and Chief Executive Officer. Dr. Scarlett’s annual base salary for 2014 represents an increase of 3.0%, or $17,250, from his 2013 annual base salary. In addition, on February 11, 2014, the Company’s Board approved a stock option grant to purchase 1,340,000 shares of the Company’s common stock to Dr. Scarlett, at an exercise price of $5.09 per share. The other terms of the stock option grant to Dr. Scarlett are set out below.
The stock options granted to Dr. Scarlett and the other executive officers of the Company (i) were granted pursuant to the Company’s 2011 Incentive Award Plan (the “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); 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 Plan.
In addition, on February 10, 2014, the Compensation Committee approved, and effective February 11, 2014, the Company entered into, an amendment to the employment agreements between the Company and each of the following executive officers of the Company:
Effective February 11, 2014, Olivia K. Bloom has been promoted to Executive Vice President, Finance. In addition to the title of Executive Vice President, Finance, Ms. Bloom retains the titles of Chief Financial Officer and Treasurer. In connection with her promotion, Ms. Bloom and the Company entered into a second amendment of the employment agreement dated December 7, 2012 between Ms. Bloom and the Company (the “Bloom Second Amendment”). The Bloom Second Amendment sets forth Ms. Bloom’s current title, 2014 base salary, and increases the target annual discretionary cash bonus for which Ms. Bloom is eligible from 40% to 45% of Ms. Bloom’s current base salary.
Effective February 11, 2014, Melissa A. Kelly Behrs has been promoted to Executive Vice President, Portfolio and Alliance Management. In connection with her promotion, Ms. Behrs and the Company entered into a second amendment of the employment agreement dated January 31, 2013 between Ms. Behrs and the Company (the “Behrs Second Amendment”). The Behrs Second Amendment sets forth Ms. Behrs’ current title, 2014 base salary, and increases the target annual discretionary cash bonus for which Ms. Behrs is eligible from 40% to 45% of Ms. Behrs’ current base salary.
Effective February 11, 2014, Craig C. Parker has been promoted to Executive Vice President, Corporate Development and Scientific Affairs. In connection with his promotion, Mr. Parker and the Company entered into a second amendment of the employment agreement dated December 3, 2012 between Mr. Parker and the Company (the “Parker Second Amendment”). The Parker Second Amendment sets forth Mr. Parker’s current title, 2014 base salary, and increases the target annual discretionary cash bonus for which Mr. Parker is eligible from 40% to 45% of Mr. Parker’s current base salary.
3
Effective February 11, 2014, the employment agreements between the Company and Drs. John A. Scarlett and Andrew J. Grethlein were each amended (the “Scarlett Employment Agreement Amendment” and the “Grethlein Employment Agreement Amendment”, respectively), in each case to identify the terms under which each such executive officer will forfeit his annual bonus. If the Company determines, in the case of either of the above-named executive officers, that such executive officer has engaged in any misconduct intended to affect the payment of his annual bonus, or has otherwise engaged in any act or omission that would constitute cause for termination of his employment, as defined by his employment agreement, such executive will automatically and immediately forfeit his 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. The employment agreements for Ms. Bloom, Ms. Behrs, Mr. Parker and Mr. Rosenfield have previously been amended to contain the same terms under which an executive officer will forfeit his/her annual bonus. In addition, the Scarlett Employment Agreement Amendment and the Grethlein Employment Agreement Amendment each sets forth the 2014 base salary of Drs. Scarlett and Grethlein, respectively.
Collectively, the Bloom Second Amendment, the Behrs Second Amendment, the Parker Second Amendment, the Scarlett Employment Agreement Amendment, and the Grethlein Employment Agreement Amendment are referred to herein as the “Employment Agreement Amendments.”
The foregoing descriptions of each of the Employment Agreement Amendments is a summary of the material terms of each such Employment Agreement Amendment, and is qualified in its entirety by reference to the applicable Employment Agreement Amendment, copies of which are filed herewith as Exhibits 10.1, 10.2, 10.3, 10.4, and 10.5, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
4
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |||
| 10.1 | Second Amendment to Employment Agreement between Geron Corporation and Olivia K. Bloom, effective as of February 11, 2014. | |||
| 10.2 | Second Amendment to Employment Agreement between Geron Corporation and Melissa A. Kelly Behrs, effective as of February 11, 2014. | |||
| 10.3 | Second Amendment to Employment Agreement between Geron Corporation and Craig C. Parker, effective as of February 11, 2014. | |||
| 10.4 | First Amendment to Employment Agreement between Geron Corporation and Andrew J. Grethlein, effective as of February 11, 2014. | |||
| 10.5 | First Amendment to Employment Agreement between Geron Corporation and John A. Scarlett, effective as of February 11, 2014. | |||
5
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: February 14, 2014 | By: | /s/ Stephen N. Rosenfield |
| Stephen N. Rosenfield | ||
| Executive Vice President, General | ||
| Counsel and Corporate Secretary | ||
6
EXHIBIT INDEX
| Exhibit No. | Description | ||
| 10.1 | Second Amendment to Employment Agreement between Geron Corporation and Olivia K. Bloom, effective as of February 11, 2014. | ||
| 10.2 | Second Amendment to Employment Agreement between Geron Corporation and Melissa A. Kelly Behrs, effective as of February 11, 2014. | ||
| 10.3 | Second Amendment to Employment Agreement between Geron Corporation and Craig C. Parker, effective as of February 11, 2014. | ||
| 10.4 | First Amendment to Employment Agreement between Geron Corporation and Andrew J. Grethlein, effective as of February 11, 2014. | ||
| 10.5 | First Amendment to Employment Agreement between Geron Corporation and John A. Scarlett, effective as of February 11, 2014. | ||
EXHIBIT 10.1
SECOND AMENDMENT TO
EMPLOYMENT
AGREEMENT
THIS SECOND AMENDMENT (the “ Second Amendment ”) to the Employment Agreement, including all Exhibits thereto (the “ Employment Agreement ”) by and between Olivia K. Bloom (“ Executive ”) and Geron Corporation, a Delaware Corporation (the “ Company ”) is made effective February 11, 2014. Capitalized terms used in this Second Amendment that are not otherwise defined herein shall have the meanings provided therefor in the Employment Agreement.
WHEREAS , the Employment Agreement was entered by the Company and Executive effective December 7, 2012;
WHEREAS, the Company and Executive amended the Employment Agreement pursuant to the first amendment thereto (the “ First Amendment ”), effective September 24, 2013; and
WHEREAS, the Company and Executive desire to further amend the Employment Agreement as set forth herein.
NOW, THEREFORE , in consideration of the mutual promises and covenants contained herein, it is hereby agreed by and between the parties hereto as follows:
AGREEMENT
| 1. | Section 2.1 of the Employment Agreement ( Position and Duties ) is hereby amended by deleting Section 2.1 in its entirety and replacing it with: | ||
|
“ 2.1 Position and Duties. Subject to the terms set forth herein, the Company agrees to employ Executive in the position of Chief Financial Officer, Executive Vice President, Finance and Treasurer. During the Executive’s employment, Executive will report to the Chief Executive Officer. Executive shall serve in an employee capacity and shall perform such duties as are assigned to Executive by the Chief Executive Officer and, except as otherwise instructed by the Chief Executive Officer, such other duties as are customarily associated with the position of Chief Financial Officer, Executive Vice President, Finance and Treasurer. During Executive’s employment with the Company, Executive will devote Executive’s best efforts and substantially all of Executive’s business time and attention (except for vacation periods as set forth herein and reasonable periods of illness or other incapacities permitted by the Company’s general employment policies or as otherwise set forth in this Agreement) to the business of the Company.” |
|||
Page
1
of
2
Second Amendment to Employment
Agreement/Bloom
| 2. | Section 3.1 of the Employment Agreement ( Base Salary ) is hereby deleted in its entirety and replaced with the following: | ||
|
“ 3.1 Base Salary . Executive shall receive for services to be rendered hereunder such annual base salary as is approved by the Board of Directors of the Company (the “ Board ”) or the Compensation Committee of the Board, payable on the regular payroll dates of the Company, subject to increase in the sole discretion of the Board or Compensation Committee of the Board (the “ Base Salary ”). As of the effective date of this Second Amendment, Executive’s Base Salary is $365,000.” |
|||
| 3. | Section 3.2 of the Employment Agreement ( Bonus ) is hereby amended by replacing “ forty percent (40%) ” in Section 3.2 with “ forty-five percent (45%) .” | ||||
Except as expressly set forth herein, all terms and conditions of the Employment Agreement, as amended, remain unchanged and in full force and effect.
I n Witness Whereof , the parties have executed this First Amendment on the respective dates set forth below:
| GERON CORPORATION | |
| By: | /s/ John A. Scarlett |
| John A. Scarlett, MD | |
| President & Chief Executive Officer | |
| Date: | 10 Feb 14 |
Accepted and agreed this 11 th day of February, 2014.
| /s/ Olivia Bloom |
| Olivia K. Bloom |
Page
2
of
2
Second Amendment to Employment
Agreement/Bloom
EXHIBIT 10.2
SECOND AMENDMENT TO
EMPLOYMENT
AGREEMENT
THIS SECOND AMENDMENT (the “ Second Amendment ”) to the Employment Agreement, including all Exhibits thereto (the “ Employment Agreement ”) by and between Melissa A. Kelly Behrs (“ Executive ”) and Geron Corporation, a Delaware Corporation (the “ Company ”) is made effective February 11, 2014. Capitalized terms used in this Second Amendment that are not otherwise defined herein shall have the meanings provided therefor in the Employment Agreement.
WHEREAS , the Employment Agreement was entered by the Company and Executive effective January 31, 2013;
WHEREAS, the Company and Executive amended the Employment Agreement pursuant to the first amendment thereto (the “ First Amendment ”), effective September 24, 2013; and
WHEREAS, the Company and Executive desire to further amend the Employment Agreement as set forth herein.
NOW, THEREFORE , in consideration of the mutual promises and covenants contained herein, it is hereby agreed by and between the parties hereto as follows:
AGREEMENT
| 1. | Section 2.1 of the Employment Agreement ( Position and Duties ) is hereby amended by deleting Section 2.1 in its entirety and replacing it with: | ||
|
“ 2.1 Position and Duties. Subject to the terms set forth herein, the Company agrees to employ Executive in the position of Executive Vice President, Program and Alliance Management. During the Executive’s employment, Executive will report to the Chief Executive Officer. Executive shall serve in an employee capacity and shall perform such duties as are assigned to Executive by the Chief Executive Officer and, except as otherwise instructed by the Chief Executive Officer, such other duties as are customarily associated with the position of Executive Vice President, Program and Alliance Management. During Executive’s employment with the Company, Executive will devote Executive’s best efforts and substantially all of Executive’s business time and attention (except for vacation periods as set forth herein and reasonable periods of illness or other incapacities permitted by the Company’s general employment policies or as otherwise set forth in this Agreement) to the business of the Company.” |
|||
Page
1
of
2
Second Amendment to Employment
Agreement/Behrs
| 2. | Section 3.1 of the Employment Agreement ( Base Salary ) is hereby deleted in its entirety and replaced with the following: | ||
|
“ 3.1 Base Salary . Executive shall receive for services to be rendered hereunder such annual base salary as is approved by the Board of Directors of the Company (the “ Board ”) or the Compensation Committee of the Board, payable on the regular payroll dates of the Company, subject to increase in the sole discretion of the Board or Compensation Committee of the Board (the “ Base Salary ”). As of the effective date of this Second Amendment, Executive’s Base Salary is $352,000.” |
|||
| 3. | Section 3.2 of the Employment Agreement ( Bonus ) is hereby amended by replacing “ forty percent (40%) ” in Section 3.2 with “ forty-five percent (45%) .” | ||||
Except as expressly set forth herein, all terms and conditions of the Employment Agreement, as amended by the First Amendment, remain unchanged and in full force and effect.
I n Witness Whereof , the parties have executed this First Amendment on the respective dates set forth below:
| GERON CORPORATION | |
| By: | /s/ John A. Scarlett |
| John A. Scarlett, MD | |
| President & Chief Executive Officer | |
| Date: | 10 Feb 14 |
Accepted and agreed this 11 th day of February, 2014.
| /s/ Melissa A. Kelly Behrs |
| Melissa A. Kelly Behrs |
Page
2
of
2
Second Amendment to Employment
Agreement/Behrs
EXHIBIT 10.3
SECOND AMENDMENT TO
EMPLOYMENT
AGREEMENT
THIS SECOND AMENDMENT (the “ Second Amendment ”) to the Employment Agreement, including all Exhibits thereto (the “ Employment Agreement ”) by and between Craig C. Parker (“ Executive ”) and Geron Corporation, a Delaware Corporation (the “ Company ”) is made effective February 11, 2014. Capitalized terms used in this Second Amendment that are not otherwise defined herein shall have the meanings provided therefor in the Employment Agreement.
WHEREAS , the Employment Agreement was entered by the Company and Executive effective December 3, 2012;
WHEREAS, the Company and Executive amended the Employment Agreement pursuant to the first amendment thereto (the “ First Amendment ”), effective September 24, 2013; and
WHEREAS, the Company and Executive desire to further amend the Employment Agreement as set forth herein.
NOW, THEREFORE , in consideration of the mutual promises and covenants contained herein, it is hereby agreed by and between the parties hereto as follows:
AGREEMENT
| 1. | Section 2.1 of the Employment Agreement ( Position and Duties ) is hereby amended by deleting Section 2.1 in its entirety and replacing it with: | ||
|
“ 2.1 Position and Duties. Subject to the terms set forth herein, the Company agrees to employ Executive in the position of Executive Vice President, Corporate Development and Scientific Affairs. During the Executive’s employment, Executive will report to the Chief Executive Officer. Executive shall serve in an employee capacity and shall perform such duties as are assigned to Executive by the Chief Executive Officer and, except as otherwise instructed by the Chief Executive Officer, such other duties as are customarily associated with the position of Executive Vice President, Corporate Development and Scientific Affairs. During Executive’s employment with the Company, Executive will devote Executive’s best efforts and substantially all of Executive’s business time and attention (except for vacation periods as set forth herein and reasonable periods of illness or other incapacities permitted by the Company’s general employment policies or as otherwise set forth in this Agreement) to the business of the Company.” |
|||
Page
1
of
2
Second Amendment to Employment
Agreement/Parker
| 2. | Section 3.1 of the Employment Agreement ( Base Salary ) is hereby deleted in its entirety and replaced with the following: | ||
|
“ 3.1 Base Salary . Executive shall receive for services to be rendered hereunder such annual base salary as is approved by the Board of Directors of the Company (the “ Board ”) or the Compensation Committee of the Board, payable on the regular payroll dates of the Company, subject to increase in the sole discretion of the Board or Compensation Committee of the Board (the “ Base Salary ”). As of the effective date of this Second Amendment, Executive’s Base Salary is $362,000.” |
|||
| 3. | Section 3.2 of the Employment Agreement ( Bonus ) is hereby amended by replacing “ forty percent (40%) ” in Section 3.2 with “ forty-five percent (45%) .” | ||||
Except as expressly set forth herein, all terms and conditions of the Employment Agreement, as amended by the First Amendment, remain unchanged and in full force and effect.
I n Witness Whereof , the parties have executed this First Amendment on the respective dates set forth below:
| GERON CORPORATION | |
| By: | /s/ John A. Scarlett |
| John A. Scarlett, MD | |
| President & Chief Executive Officer | |
| Date: | 10 Feb 14 |
Accepted and agreed this 11 th day of February, 2014.
| /s/ Craig C. Parker |
| Craig C. Parker |
Page
2
of
2
Second Amendment to Employment
Agreement/Parker
EXHIBIT 10.4
FIRST AMENDMENT TO
EMPLOYMENT
AGREEMENT
THIS FIRST AMENDMENT (the “ First Amendment ”) to the Employment Agreement, including all Exhibits thereto (the “ Employment Agreement ”) by and between Andrew J. Grethlein (“ Executive ”) and Geron Corporation, a Delaware Corporation (the “ Company ”) is made effective February 11, 2014. Capitalized terms used in this First Amendment that are not otherwise defined herein shall have the meanings provided therefor in the Employment Agreement.
WHEREAS , the Employment Agreement was entered by the Company and Executive effective September 17, 2012; and
WHEREAS, the Company and Executive desire to further amend the Employment Agreement as set forth herein.
NOW, THEREFORE , in consideration of the mutual promises and covenants contained herein, it is hereby agreed by and between the parties hereto as follows:
AGREEMENT
| 1. | Section 3.1 of the Employment Agreement ( Base Salary ) is hereby deleted in its entirety and replaced with the following: | ||
|
“ 3.1 Base Salary . Executive shall receive for services to be rendered hereunder such annual base salary as is approved by the Board of Directors of the Company (the “ Board ”) or the Compensation Committee of the Board, payable on the regular payroll dates of the Company, subject to increase in the sole discretion of the Board or Compensation Committee of the Board (the “ Base Salary ”). As of the effective date of this first amendment, Executive’s Base Salary is $379,000.” |
|||
| 2. | Section 3.2 of the Employment Agreement ( Bonus ) is hereby deleted in its entirety and replaced 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 its 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.” |
|||
Page
1
of
2
First Amendment to Employment
Agreement/Grethlein
Except as expressly set forth herein, all terms and conditions of the Employment Agreement, as amended by this First Amendment, remain unchanged and in full force and effect.
I n Witness Whereof , the parties have executed this First Amendment on the respective dates set forth below:
| GERON CORPORATION | |
| By: | /s/ John A. Scarlett |
| John A. Scarlett, MD | |
| President & Chief Executive Officer | |
| Date: | 10 Feb 14 |
Accepted and agreed this 11 th day of February, 2014.
| /s/ Andrew Grethlein |
| Andrew J. Grethlein |
Page
2
of
2
First Amendment to Employment
Agreement/Grethlein
EXHIBIT 10.5
FIRST AMENDMENT TO
EMPLOYMENT
AGREEMENT
THIS FIRST AMENDMENT (the “ First Amendment ”) to the Employment Agreement, including all Exhibits thereto (the “ Employment Agreement ”) by and between John A. Scarlett (“ Executive ”) and Geron Corporation, a Delaware Corporation (the “ Company ”) is made effective February 11, 2014. Capitalized terms used in this First Amendment that are not otherwise defined herein shall have the meanings provided therefor in the Employment Agreement.
WHEREAS , the Employment Agreement was entered by the Company and Executive effective September 29, 2011; and
WHEREAS, the Company and Executive desire to further amend the Employment Agreement as set forth herein.
NOW, THEREFORE , in consideration of the mutual promises and covenants contained herein, it is hereby agreed by and between the parties hereto as follows:
AGREEMENT
| 1. | Section 3.1 of the Employment Agreement ( Base Salary ) is hereby deleted in its entirety and replaced with the following: | ||
|
“ 3.1 Base Salary . During the term of Executive’s employment with the Company, Executive shall receive such annual base salary as is approved by the Board of Directors of the Company (the “ Board ”), subject to increase in the sole discretion of the Board (the “ Base Salary ”), payable in accordance with the regular payroll practices of the Company. As of the effective date of this First Amendment, Executive’s Base Salary is $586,500.” |
|||
| 2. | Section 3.2 of the Employment Agreement ( Bonus ) is hereby deleted in its entirety and replaced 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 sixty percent (60%) of Executive’s Base Salary. If the Company determines, in its 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.” |
|||
Page
1
of
2
First Amendment to Employment
Agreement/Scarlett
Except as expressly set forth herein, all terms and conditions of the Employment Agreement, as amended by this First Amendment, remain unchanged and in full force and effect.
I n Witness Whereof , the parties have executed this First Amendment on the respective dates set forth below:
| GERON CORPORATION | |
| By: | /s/ Hoyoung Huh |
| Hoyoung Huh | |
| Chairman of the Board | |
| Date: | Feb 11, 2014 |
Accepted and agreed this 11 th day of February, 2014.
| /s/ John A. Scarlett |
| John A. Scarlett, MD |
Page
2
of
2
First Amendment to Employment
Agreement/Scarlett