0001564590-20-007407 Sample Contracts

Re: Retention Bonus
Five Prime Therapeutics, Inc. • February 27th, 2020 • Pharmaceutical preparations

We view your contribution as an Executive Team member and an employee of Five Prime Therapeutics, Inc. (“Five Prime” or “we”) as important to our long-term success. To show our appreciation for your contribution to the success of Five Prime and as a further incentive to your continued employment with Five Prime, Five Prime is entering into this letter agreement (this “Retention Agreement”) with you.

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Re: Retention Bonus
Five Prime Therapeutics, Inc. • February 27th, 2020 • Pharmaceutical preparations

We view your contribution as an Executive Team member and an employee of Five Prime Therapeutics, Inc. (“Five Prime” or “we”) as important to our long-term success. To show our appreciation for your contribution to the success of Five Prime and as a further incentive to your continued employment with Five Prime, Five Prime is entering into this letter agreement (this “Retention Agreement”) with you.

December 12, 2019 Dear Helen,
Severance Agreement • February 27th, 2020 • Five Prime Therapeutics, Inc. • Pharmaceutical preparations

As you know, you are a party to that certain Executive Severance Benefits Agreement dated March 20, 2017 (the “Severance Agreement”) with Five Prime Therapeutics, Inc. (the “Company”), pursuant to which you are entitled to certain severance benefits upon a Change in Control Termination (as defined in the Severance Agreement) or a Covered Termination (as defined in the Severance Agreement).

Re: Retention Bonus
Five Prime Therapeutics, Inc. • February 27th, 2020 • Pharmaceutical preparations

We view your contribution as an Executive Team member and an employee of Five Prime Therapeutics, Inc. (“Five Prime” or “we”) as important to our long-term success. To show our appreciation for your contribution to the success of Five Prime and as a further incentive to your continued employment with Five Prime, Five Prime is entering into this letter agreement (this “Retention Agreement”) with you.

December 12, 2019 Dear Francis,
Severance Agreement • February 27th, 2020 • Five Prime Therapeutics, Inc. • Pharmaceutical preparations

As you know, you are a party to that certain Executive Severance Benefits Agreement dated February 18, 2011, as amended on May 8, 2013 (the “Severance Agreement”), with Five Prime Therapeutics, Inc. (the “Company”), pursuant to which you are entitled to certain severance benefits upon a Change in Control Termination (as defined in the Severance Agreement) or a Covered Termination (as defined in the Severance Agreement).

December 12, 2019 Dear David,
Severance Agreement • February 27th, 2020 • Five Prime Therapeutics, Inc. • Pharmaceutical preparations

As you know, you are a party to that certain Executive Severance Benefits Agreement dated November 26, 2018 (the “Severance Agreement”) with Five Prime Therapeutics, Inc. (the “Company”), pursuant to which you are entitled to certain severance benefits upon a Change in Control Termination (as defined in the Severance Agreement) or a Covered Termination (as defined in the Severance Agreement).

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