X0202 4 2008-05-23 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 2008-05-23 4 F 0 15193 3.92 D 139625 D Common Stock 2008-05-28 4 A 0 25000 0 A 164625 D Stock Option (right to buy) 3.97 2008-05-28 4 A 0 50000 3.97 A 2018-05-28 Common Stock 50000 641250 D Shares equivalent to the amounts required to satisfy payroll tax withholdings are withheld from distribution to recipient upon vesting of stock award, reducing the vested amount from 42,500 to 27,307 shares. There is no sale of shares. 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 28, 2008, provided the optionee continues to provide services to the Company. /s/ Olivia Bloom for David J. Earp 2008-05-28