March 6, 2020

Exhibit 10.1

March 6, 2020

Via Email

Xx. Xxxxxxx X. Xxxxx

Re: Executive Severance Benefit Plan, effective November 20, 2019 (the “Plan”)

Dear Xxxx,

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,

Five Prime Therapeutics, Inc.

/s/ Xxxxx Xxxxxx

Xxxxx Xxxxxx

Compensation and Management Development Committee Chairman

Agreed:

/s/ Xxxxxxx X. Xxxxx___________ March 10, 2020______________

Xxxxxxx X. XxxxxDate

Five Prime Therapeutics, Inc. • 000 Xxxxxx Xxxxx Xxxxxxxxx • South San Francisco, CA 94080 • Phone (000) 000-0000 • Fax (000) 000-0000

xxx.xxxxxxxxx.xxx