X0202 4 2006-03-01 0 0000883975 STEMCELLS INC STEM 0001197350 BJERKHOLT ERIC C/O STEMCELLS, INC. 3155 PORTER DRIVE PALO ALTO CA 94304 1 0 0 0 Stock Option (right to buy) 3.64 2006-03-01 4 A 0 10000 0.00 A 2007-03-01 2016-03-01 Common Stock 10000 10000 D Compensated non-employee directors receive an initial option for 20,000 shares of the Company's common stock on appointment to the Board of Directors as such, and an option for 10,000 shares on each anniversary of appointment, with a strike price equal to the closing price of the stock on such date (or the last preceding business day if such day is not a business day); initial options vest 1/3 on each of the first three anniversaries of appointment, and annual options vest on the first anniversary of each such option. Mr. Bjerkholt was appointed to the Board on March 1, 2004. Eric H. Bjerkholt by Iris Brest, Attorney-in-Fact 2006-03-01