0001193125-14-017467 Sample Contracts

EXECUTIVE SEVERANCE BENEFITS AGREEMENT
Executive Severance Benefits Agreement • January 22nd, 2014 • Five Prime Therapeutics Inc • Pharmaceutical preparations • California

release the Company from its obligation to indemnify me pursuant to the Company’s indemnification obligation pursuant to written agreement or applicable law.

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Amendment No. 1 to the Executive Severance Benefits Agreement
Executive Severance Benefits Agreement • January 22nd, 2014 • Five Prime Therapeutics Inc • Pharmaceutical preparations

This Amendment No. 1 to the Executive Severance Benefits Agreement (this “Amendment”), effective January 16, 2014 (the “Amendment Effective Date”), is made and entered into by and between Five Prime Therapeutics, Inc., a Delaware corporation (“FivePrime”), and Marc Belsky, an individual (“Executive”).

Five Prime Therapeutics, Inc.
Restricted Stock Agreement • January 22nd, 2014 • Five Prime Therapeutics Inc • Pharmaceutical preparations

Five Prime Therapeutics, Inc., a Delaware corporation (“Five Prime”), hereby grants shares of its common stock, par value $0.001 per share (“Common Stock”), to the individual named below as the Participant, subject to the vesting conditions set forth in this cover sheet and in the attachment (collectively, the “Agreement”) and in Five Prime’s 2013 Omnibus Incentive Plan (as amended from time to time, the “Plan”).

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