X0202 4 2007-05-23 0000886744 GERON CORP GERN 0001187021 EARP DAVID C/O GERON CORPORATION 230 CONSTIUTUTION DRIVE MENLO PARK CA 94025 0 1 0 0 SVP Bus Dev, Chief Patnt Couns Common Stock 2007-05-23 4 A 0 72500 0 A 136024 D Common Stock 2007-05-23 4 A 0 25000 0 A 161024 D Employee Stock Option (right to buy) 9.32 2007-05-23 4 A 0 50000 9.32 A 2017-05-23 Common Stock 50000 591250 D The shares of restricted stock will remain subject to a repurchase right of Geron until May 23, 2008, at which time such repurchase right will lapse with respect to 50% of such shares. Geron's repurchase right will lapse with respect to the balance of the shares on May 23, 2009. The lapse of Geron's repurchase right is conditioned on the employee continuing to provide services to Geron through each vesting date. The shares of restricted stock will remain subject to a repurchase right of Geron over four years, during such time the repurchase right will lapse with respect to 25% of such shares on each anniversary date of the date of grant. The lapse of Geron's repurchase right is conditioned on the employee continuing to provide services to Geron through each vesting date. This option is exercisable in a series of 48 equal monthly installments commencing May 23, 2007 provided the employee continues to provide services to the Company. Olivia Bloom for David J. Earp 2007-05-24