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COMMITMENTS AND CONTINGENCIES | 12 Months Ended
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Dec. 31, 2016
COMMITMENTS AND CONTINGENCIES |
COMMITMENTS AND CONTINGENCIES | 7. COMMITMENTS AND CONTINGENCIES Securities and Derivative Lawsuits We and certain of our officers have been named as defendants in two purported class action securities lawsuits filed in the United States District Court for the Northern District of California, or the California District Court, as well as a third securities lawsuit, not styled as a class action, which was originally filed in the United States District Court for the Southern District of Mississippi, and subsequently transferred to the California District Court. These three cases, or the Class Action Lawsuits, which are based on the same factual background, have been consolidated for all purposes, and are currently stayed to enable the parties to seek to resolve them. On November 23, 2016, the parties signed a Memorandum of Understanding that set forth material deal points of resolving the Class Action Lawsuits. On December 13, 2016, the parties filed a notice of settlement, which the California District Court signed on December 16, 2016, staying the Class Action Lawsuits pending final approval of a settlement. Final settlement of the Class Action Lawsuits is contingent upon, among other things, approval by the California District Court. Such approval, if any, is not expected until the end of 2017. Certain of our officers and directors were also named as defendants in four purported stockholder derivative lawsuits, two of which were filed in the Superior Court of California for the County of San Mateo, or the San Mateo County Court, and two of which were filed in the California District Court. These cases were all based on the same factual background and were consolidated in their respective courts. On July 22, 2016, the parties entered into a stipulation to settle all claims in each of the foregoing derivative lawsuits in exchange for our agreement to (i) implement certain corporate governance refinements, and (ii) instruct our insurer to pay in full the plaintiffs' attorneys a total of $950,000. On August 19, 2016, the San Mateo County Court preliminarily approved the proposed settlement. On November 18, 2016, the San Mateo County Court issued an order granting final approval of the settlement and dismissing with prejudice the two derivative lawsuits filed in the San Mateo County Court. On December 6, 2016, the California District Court issued an order dismissing with prejudice the two derivative lawsuits filed in the California District Court. Accordingly, as of December 6, 2016, all of the derivative lawsuits have been fully and finally settled and dismissed. As of December 31, 2016, we have implemented the corporate governance refinements specified in the stipulation of settlement and our insurers have paid the settlement amount in full to the plaintiffs' attorneys. For a more complete discussion of the Class Action Lawsuits and the derivative lawsuits, see the section entitled "Legal Proceedings" under Item 3 of this annual report on Form 10-K. It is possible that additional lawsuits will be filed, or allegations will be made by stockholders, with respect to these same or other matters and also naming us and/or our officers and directors as defendants. The Class Action Lawsuits and any other lawsuits are subject to inherent uncertainties, and the actual defense and disposition costs will depend upon many unknown factors. Monitoring, initiating and defending against legal actions is time-consuming for our management, likely to be expensive and may detract from our ability to fully focus our internal resources on our business activities. In addition, despite the availability of insurance, we may incur substantial legal fees and costs in connection with litigation and such amounts could be material to our financial statements. We could be forced to expend significant resources in the implementation of the corporate governance refinements required by the terms of the settlement for the derivative lawsuits, or in the settlement or defense of the Class Action Lawsuits or any other lawsuits, and we may not prevail in such lawsuits. We have not established any reserve for any potential liability relating to any additional lawsuits. Indemnifications to Officers and Directors Our corporate bylaws require that we indemnify our officers and directors, as well as those who act as directors and officers of other entities at our request, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceedings arising out of their services to Geron. In addition, we have entered into separate indemnification agreements with each of our directors and officers which provide for indemnification of these directors and officers under similar circumstances and under additional circumstances. The indemnification obligations are more fully described in our bylaws and the indemnification agreements. We purchase standard insurance to cover claims or a portion of the claims made against our directors and officers. Since a maximum obligation is not explicitly stated in our bylaws or in our indemnification agreements and will depend on the facts and circumstances that arise out of any future claims, the overall maximum amount of the obligations cannot be reasonably estimated. Operating Lease Commitment On September 15, 2015, we amended the lease agreement for our premises at 149 Commonwealth Drive, Menlo Park, California, to extend the lease term from February 2016 through January 2018. As of December 31, 2016, operating lease obligations under the amended lease agreement include aggregate future minimum payments of approximately $716,000. Rent expense under our operating leases was approximately $708,000, $878,000 and $936,000 for the years ended December 31, 2016, 2015 and 2014, respectively. Severance Plan We have an Amended and Restated Severance Plan, or Severance Plan, that applies to all employees that are not subject to performance improvement plans, and provides for, among other benefits: (i) a severance payment upon a Change of Control Triggering Event and Separation from Service and (ii) a severance payment for each non-executive employee upon a Non-Change of Control Triggering Event and Separation from Service. As defined in the Severance Plan, a Change of Control Triggering Event and Separation from Service requires a "double trigger" where: (i) an employee is terminated by us without cause in connection with a change of control or within 12 months following a change of control provided, however, that if an employee is terminated by us in connection with a change of control but immediately accepts employment with our successor or acquirer, the employee will not be eligible for the benefits outlined in the Severance Plan, (ii) an employee resigns because in connection with a change of control, the offered terms of employment (new or continuing) by us or our successor or acquirer within 30 days after the change of control results in a material change in the terms of employment, or (iii) after accepting (or continuing) employment with us after a change of control, an employee resigns within 12 months following a change of control due to a material change in the terms of employment. Under the Severance Plan, a Non-Change of Control Triggering Event and Separation from Service is defined as an event where a non-executive employee is terminated by us without cause. Severance payments range from two to 18 months of base salary, depending on the employee's position with us, payable in a lump sum payment. The Severance Plan also provides that the provisions of employment agreements entered into between us and executive or non-executive employees supersede the provisions of the Severance Plan. As of December 31, 2016, all our executive officers have employment agreements with provisions that may provide greater severance benefits than those in the Severance Plan.

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