Geron Corporation
919 E. Hillsdale Blvd., Suite 250
Foster City, CA 94404
+1 650 473 7700 main
+1 650 473 7750 fax
www.geron.com
EMPLOYMENT AGREEMENT
This Employment Agreement (“Agreement”) is made effective as of August 1, 2023 (the “Effective Date”), by and between Scott A. Samuels (“Executive”) and Geron Corporation, a Delaware corporation (the “Company”)
Whereas, the Company desires to employ Executive to provide personal services to the Company, and wishes to provide Executive with certain compensation and benefits in return for Executive’s services;
Whereas, Executive wishes to be employed by the Company and provide personal services to the Company in return for certain compensation and benefits; and
Now, Therefore, in consideration of the mutual promises and covenants contained herein, it is hereby agreed by and between the parties hereto as follows:
definitions
For purposes of the Agreement, the following terms are defined as follows:
Employment by the Company
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2.4 Indemnification. The Company shall provide for indemnification of the Executive as set forth in the Indemnification Agreement attached hereto as Exhibit A.
Compensation
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3.5 Sign-On Bonus. Executive shall be paid a cash sign-on bonus in the amount of $150,000. The Sign-On Bonus will be paid on the first scheduled payroll following the Grant Date; provided however, if Executive has voluntarily left the Company and is no longer employed by the Company on the first anniversary of the Grant Date, such Sign-On Bonus will be deemed unearned, and the Company shall have the right to recover the entire $150,000, which shall be reimbursed by Executive to the Company within thirty (30) days after such voluntary departure by Executive. The Sign-On Bonus will be subject to applicable taxes.
If the Company determines, in its reasonable discretion, that Executive has engaged in any misconduct or has otherwise engaged in any act or omission that would constitute Cause for termination of employment, as defined by Section 1.2 of this Agreement, the Sign-On Bonus will be deemed unearned, and the Company shall have the right to recover the entire amount of the Sign-On Bonus. 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. The Sign-On Bonus 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.
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Recovery by the Company of the Sign-On Bonus in accordance with this Section shall not constitute an event giving rise to a right by Executive to voluntarily terminate 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. If the Executive’s employment terminates for any reason other than a Covered Termination, the amounts paid under this Section will be repayable to the Company within one year following the Grant Date.
SEVERANCE BENEFITS AND RELEASE
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Notwithstanding the foregoing, if Executive’s employment terminates due to a Covered Termination at any time after the Effective Date, Executive will receive the greater of (i) the severance benefits above, or (ii) the severance benefits provided for in the Amended and Restated Severance Plan attached hereto as Exhibit C, which may be amended from time-to-time by the Company at the Company’s sole discretion, that is in effect at the time of termination. For the avoidance of doubt, all amounts payable under this Agreement shall be subject to applicable federal, state, local or foreign tax withholding requirements.
The Company for general audit purposes shall engage a nationally recognized public accounting firm (the “Accounting Firm”) to perform the foregoing calculations. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. The Accounting Firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive within fifteen (15) calendar days after the date on which Executive’s right to a Payment is triggered (if requested at that time by the Company or Executive) or such other time as requested by the Company or Executive. If the Accounting Firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish the Company and Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding, and conclusive upon the Company and Executive.
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Proprietary Information Obligations
Outside Activities
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Noninterference
While employed by the Company, and for one (1) year immediately following the date on which Executive terminates employment or otherwise ceases providing services to the Company, Executive agrees not to interfere with the business of the Company by soliciting or attempting to solicit any employee of the Company to terminate such employee’s employment in order to become an employee, consultant, or independent contractor to or for any pharmaceutical or biotechnology competitor of the Company. Executive’s duties under this Article VII shall survive termination of Executive’s employment with the Company and the termination of this Agreement.
DEBARMENT
Executive certifies that Executive has never been: (a) debarred by any relevant authorities, pursuant to any applicable law, including, but not limited to, Section 306(a) and (b) of the US Federal Food, Drug, and Cosmetic Act; (b) convicted of any of the felonies identified among the Exclusion Authorities listed on the U.S. Department of Health and Human Services (HHS) Office of Inspector General website; or (c) listed as being suspended, debarred, or excluded, or otherwise ineligible to participate in Federal procurement or non-procurement programs, including, but not limited to, being listed on the List of Excluded Individuals/Entities (LEIE) database on the HHS Office of Inspector General website. If Executive becomes suspended, debarred, or excluded pursuant to any of the foregoing, Executive must notify the Company immediately in writing.
General Provisions
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9.6 Counterparts and Electronic Signatures. This Agreement may be executed in separate counterparts, any one of which need not contain signatures of more than one party, but all of which taken together will constitute one and the same Agreement. The parties agree that execution of this Agreement by industry standard electronic signature software and/or by exchanging PDF signatures shall have the same legal force and effect as the exchange of original signatures, and that in any proceeding arising under or relating to this Agreement, each party hereby waives any right to raise any defense or waiver based upon execution of this Agreement by means of such electronic signatures or maintenance of the executed agreement electronically.
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In Witness Whereof, the parties have executed this Agreement on the respective dates set forth below:
GERON CORPORATION
By: /s/ John Scarlett
John A. Scarlett, MD
Chairman of the Board, President & CEO
Date: 21-Jul-2023
Accepted and agreed this [ 21 ] day of __July_____, 2023,
/s/ Scott A. Samuels
Scott A. Samuels
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