EXHIBIT 10.2
GERON CORPORATION
1996 EMPLOYEE STOCK PURCHASE PLAN
(As Amended January 2009, effective as of May
29, 2009)
The following constitute the provisions of the
1996 Employee Stock Purchase Plan, as amended, of Geron
Corporation.
1.
Purpose . The purpose of the Plan is to provide employees of
the Company and its Designated Subsidiaries with an opportunity to
purchase Common Stock of the Company. It is the intention of the
Company to have the Plan qualify as an “Employee Stock
Purchase Plan” under Section 423 of the Internal Revenue Code
of 1986, as amended. The provisions of the Plan shall, accordingly,
be construed so as to extend and limit participation in a manner
consistent with the requirements of that section of the
Code.
2.
Definitions .
(a) “ Board ”
shall mean the Board of Directors of the Company.
(b) “ Code ”
shall mean the Internal Revenue Code of 1986, as
amended.
(c) “ Common Stock
” shall mean the Common Stock of the Company.
(d) “ Company ”
shall mean Geron Corporation, a Delaware corporation.
(e) “ Compensation
” shall mean all regular straight time gross earnings,
overtime and shift premium and shall not include payments for
incentive compensation, incentive payments, bonuses, commissions
and other compensation.
(f) “ Continuous Status as
an Employee ” shall mean the absence of any interruption
or termination of service as an Employee. Continuous Status as an
Employee shall not be considered interrupted in the case of a leave
of absence agreed to in writing by the Company, provided that such
leave is for a period of not more than 90 days or reemployment upon
the expiration of such leave is guaranteed by contract or
statute.
(g) “ Contributions
” shall mean all amounts credited to the account of a
participant pursuant to the Plan.
(h) “ Designated
Subsidiaries ” shall mean the Subsidiaries which have
been designated by the Board from time to time in its sole
discretion as eligible to participate in the Plan.
(i) “ Employee ”
shall mean any person, including an Officer, who is customarily
employed for at least twenty (20) hours per week and more than five
(5) months in a calendar year by the Company or one of its
Designated Subsidiaries.
(j) “ Exchange Act
” shall mean the Securities Exchange Act of 1934, as
amended.
(k) “ Purchase Date
” shall mean the last day of each Purchase Period of the
Plan.
(l) “ Offering Date
” shall mean the first business day of each Offering Period
of the Plan.
(m) “ Offering Period
” shall mean a period of twelve (12) months commencing on
January 1 and July 1 of each year, except for the first Offering
Period as set forth in Section 4(a).
(n) “ Officer ”
shall mean a person who is an officer of the Company within the
meaning of Section 16 of the Exchange Act and the rules and
regulations promulgated thereunder.
(o) “ Plan ”
shall mean this Employee Stock Purchase Plan.
(p) “ Purchase Period
” shall mean a period of six (6) months within an Offering
Period, except for the first Purchase Period as set forth in
Section 4(b).
(q) “ Subsidiary
” shall mean a corporation, domestic or foreign, of which not
less than 50% of the voting shares are held by the Company or a
Subsidiary, whether or not such corporation now exists or is
hereafter organized or acquired by the Company or a
Subsidiary.
3.
Eligibility .
(a) Any person who is an Employee as
of the Offering Date of a given Offering Period shall be eligible
to participate in such Offering Period under the Plan, subject to
the requirements of Section 5(a) and the limitations imposed by
Section 423(b) of the Code.
(b) Any provisions of the Plan to
the contrary notwithstanding, no Employee shall be granted an
option under the Plan (i) if, immediately after the grant, such
Employee (or any other person whose stock would be attributed to
such Employee pursuant to Section 424(d) of the Code) would own
stock and/or hold outstanding options to purchase stock possessing
five percent (5%) or more of the total combined voting power or
value of all classes of stock of the Company or of any subsidiary
of the Company, or (ii) if such option would permit his or her
rights to purchase stock under all employee stock purchase plans
(described in Section 423 of the Code) of the Company and its
Subsidiaries to accrue at a rate which exceeds Twenty-Five Thousand
Dollars ($25,000) of fair market value of such stock (determined at
the time such option is granted) for each calendar year in which
such option is outstanding at any time.
4.
Offering Periods and Purchase Periods .
(a) Offering Periods . The
Plan shall be implemented by a series of Offering Periods of twelve
(12) months duration, with new Offering Periods commencing on or
about January 1 and July 1 of each year (or at such other time or
times as may be determined by the Board of Directors). The first
Offering Period shall commence on the beginning of the effective
date of the Registration Statement on Form S-1 for the initial
public offering of the Company’s Common Stock (the “IPO
Date”) and continue until June 30, 1997. The Plan shall
continue until terminated in accordance with Section 19 hereof. The
Board of Directors of the Company shall have the power to change
the duration and/or the frequency of Offering Periods with respect
to future offerings without shareholder approval if such change is
announced at least fifteen (15) days prior to the scheduled
beginning of the first Offering Period to be affected. Eligible
employees may not participate in more than one Offering Period at a
time.
(b) Purchase Periods . Each
Offering Period shall consist of two (2) consecutive purchase
periods of six (6) months duration. The last day of each Purchase
Period shall be the “Purchase Date” for such Purchase
Period. A Purchase Period commencing on January 1 shall end on the
next June 30. A Purchase Period commencing on July 1 shall end on
the next December 31. The first Purchase Period shall commence on
the IPO Date and shall end on December 31, 1996. The Board of
Directors of the Company shall have the power to change the
duration and/or frequency of Purchase Periods with respect to
future purchases without shareholder approval if such change is
announced at least fifteen (15) days prior to the scheduled
beginning of the first Purchase Period to be affected.
5.
Participation .
(a) An eligible Employee may become
a participant in the Plan by completing a subscription agreement on
the form provided by the Company and filing it with the
Company’s payroll office prior to the applicable Offering
Date, unless a later time for filing the subscription agreement is
set by the Board for all eligible Employees with respect to a given
offering. The subscription agreement shall set forth the percentage
of the participant’s Compensation (which shall be not less
than 1% and not more than 10%) to be paid as Contributions pursuant
to the Plan.
(b) Payroll deductions shall
commence on the first payroll following the Offering Date and shall
end on the last payroll paid on or prior to the last Purchase
Period of the Offering Period to which the subscription agreement
is applicable, unless sooner terminated by the participant as
provided in Section 10.
6.
Method of Payment of Contributions .
(a) The participant shall elect to
have payroll deductions made on each payday during the Offering
Period in an amount not less than one percent (1%) and not more
than ten percent (10%) of such participant’s Compensation on
each such payday. All payroll deductions made by a participant
shall be credited to his or her account under the Plan. A
participant may not make any additional payments into such
account.
(b) A participant may discontinue
his or her participation in the Plan as provided in Section 10, or,
on one occasion only during the Offering Period, may decrease the
rate of his or her Contributions during the Offering Period by
completing and filing with the Company a new subscription
agreement. The change in rate shall be effective as of the
beginning of the next calendar month following the date of filing
of the new subscription agreement, if the agreement is filed at
least ten (10) business days prior to such date and, if not, as of
the beginning of the next succeeding calendar month.
(c) Notwithstanding the foregoing,
to the extent necessary to comply with Section 423(b)(8) of the
Code and Section 3(b) herein, a participant’s payroll
deductions may be decreased to 0% at such time during any Offering
Period which is scheduled to end during the current calendar year
that the aggregate of all payroll deductions accumulated with
respect to such Offering Period and any other Offering Period
ending within the same calendar year equal $21,250. Payroll
deductions shall re-commence at the rate provided in such
participant’s subscription Agreement at the beginning of the
first Offering Period which is scheduled to end in the following
calendar year, unless terminated by the participant as provided in
Section 10.
7.
Grant of Option .
(a) On the Offering Date of each
Offering Period, each eligible Employee participating in such
Offering Period shall be granted an option to purchase on each
Purchase Date a number of shares of the Company’s Common
Stock determined by dividing such Employee’s Contributions
accumulated prior to such Purchase Date and retained in the
participant’s account as of the Purchase Date by the lower of
(i) eighty-five percent (85%) of the fair market value of a share
of the Company’s Common Stock on the Offering Date, or (ii)
eighty-five percent (85%) of the fair market value of a share of
the Company’s Common Stock on the Purchase Date; provided
however, that the maximum number of shares an Employee may purchase
during each Offering Period shall be determined at the Offering
Date by dividing $25,000 by the fair market value of a share of the
Company’s Common Stock on the Offering Date, and provided
further that such purchase shall be subject to the limitations set
forth in Sections 3(b) and 13. The fair market value of a share of
the Company’s Common Stock shall be determined as provided in
Section 7(b).
(b) The option price per share of
the shares offered in a given Offering Period shall be the lower
of: (i) 85% of the fair market value of a share of the Common Stock
of the Company on the Offering Date; or (ii) 85% of the fair market
value of a share of the Common Stock of the Company on the Purchase
Date. The fair market value of the Company’s Common Stock on
a given date shall be determined by the Board in its discretion
based on the closing price of the Common Stock for such date (or,
in the event that the Common Stock is not traded on such date, on
the immediately preceding trading date), as reported by the
National Association of Securities Dealers Automated Quotation
(Nasdaq) National Market or, if such price is not reported, the
mean of the bid and asked prices per share of the Common Stock as
reported by Nasdaq or, in the event the Common Stock is listed on a
stock exchange, the fair market value per share shall be the
closing price on such exchange on such date (or, in the event that
the Common Stock is not traded on such date, on the immediately
preceding trading date), as reported in The Wall Street Journal.
For purpo
