UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): October 2, 2006
GERON CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-20859 75-2287752
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
230 CONSTITUTION DRIVE
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):
[ ] 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 1.01 Amendment of Material Definitive Agreement.
On October 2, 2006, the Compensation Committee of the Board of Directors of
Geron Corporation (the "Company") approved an amendment and restatement to the
Company's severance plan (the "Severance Plan") effective October 2, 2006.
All of the Company's employees are eligible to participate in the Severance
Plan. The amendment redefines certain employment positions (the "Covered
Positions") and the severance payment amount for such Covered Positions.
Eligible participants under the plan who are terminated for any reason other
than "cause" (as defined in the Severance Plan) and have signed a mutually
acceptable separation agreement shall hereafter be entitled to (i) a lump sum
payment equal to the participant's then-current base salary for the Severance
Period (as defined in the Severance Plan); and (ii) payment of premiums required
for the continuation of health, dental and vision insurance under the
Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA")
through the earlier of the end of the applicable Severance Period or when other
employment offering health care coverage is obtained.
The amendment also provides for certain limitations with respect to the
timing of payments under the Severance Plan to ensure compliance with the
requirements of Section 409A of the Internal Revenue Code, which was enacted as
part of the American Jobs Creation Act of 2004, and the proposed regulations
issued by the Treasury Department under Section 409A.
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: October 5, 2006 By: /s/ David L. Greenwood
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David L. Greenwood
Executive Vice President and
Chief Financial Officer