March 6, 2020

Exhibit 10.1
March 6, 2020
Via Email
▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Re: Executive Severance Benefit Plan, effective November 20, 2019 (the “Plan”)
Dear ▇▇▇▇,
Five Prime Therapeutics, Inc. adopted the Plan to provide our officers with severance benefits in certain events. You understand and agree that you will not be a “Covered Employee” as that term is defined in the Plan because you serve as our interim Chief Executive Officer. Please sign below to indicate this understanding and agreement and that you expressly waive any right to benefits under the Plan.
Sincerely,
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇
Compensation and Management Development Committee Chairman
Agreed:
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇___________March 10, 2020______________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇Date
Five Prime Therapeutics, Inc. • ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ • South San Francisco, CA 94080 • Phone (▇▇▇) ▇▇▇-▇▇▇▇ • Fax (▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇
