EXHIBIT 10.23
AMENDMENT
TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement (the
“Amendment”) is entered into as of December 19, 2008
(the “Effective Date”), between David Earp
(“Employee”) and Geron Corporation (the
“Company”).
RECITALS
WHEREAS, on January 21, 2003, Employee and the
Company entered into an Employment Agreement (the
“Agreement”) which sets forth the terms of
Employee’s employment with the Company and provides for
benefits upon the occurrence of certain terminations of employment;
and
WHEREAS, the parties wish to amend certain
provisions of the Agreement to reflect recent changes affecting the
taxation of deferred compensation arrangements under Section 409A
of the Internal Revenue Code of 1986, as amended (the
“Code”), pursuant to the terms and conditions set forth
below.
AGREEMENT
NOW THEREFORE, in consideration of the foregoing
and the mutual agreements contained herein, the parties hereby
agree as follows effective as of the Effective Date. Except as
otherwise defined herein, capitalized terms shall have the meanings
assigned to them in the Agreement.
1. Section
1.5 of the Agreement shall be amended in its entirety to read as
follows:
““COVERED TERMINATION” means
an Involuntary Termination Without Cause that occurs at any time,
provided that such termination constitutes a “separation from
service” within the meaning of Section 409A of the Code and
the regulations promulgated thereunder, including Treasury
Regulation Section 1.409A-1(h) (a “Separation from
Service”).”
2. Section
4.1 of the Agreement shall be amended in its entirety to read as
follows:
“SEVERANCE BENEFITS. If Employee’s
employment terminates due to a Covered Termination after the date
of execution of this Agreement, Employee shall receive:
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(i) any annual base salary and
bonus compensation that has accrued but is unpaid as of the date of
such Covered Termination;
(ii) on the date sixty (60) days
following the date on which the Covered Termination occurred, a
lump sum payment equal to One Hundred Ten percent (110%) of
Employee's annual base salary as in effect during the last
regularly scheduled payroll period immediately preceding the
Covered Termination.
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Notwithstanding the foregoing,
the amounts payable under this Article IV shall be reduced by the
amount of severance or other cash compensation, if any, payable
under the Company’s Change of Control Severance Plan. All of
the amounts payable under this Agreement shall be subject to
applicable tax withholding.
In addition, Employee and
Employee’s covered dependents will be eligible to continue
their health care benefit coverage as permitted by COBRA (Internal
Revenue Code Section 4980B) at the same cost to Employee as in
effect immediately prior to the Covered Termination for the one
(l)-year period following the Covered Termination, and be entitled
to maintain coverage for Employee and Employee's eligible
dependents at Employee's own expense for
