EX-10.11



 Exhibit 10.11 
 2007 EXECUTIVE SEVERANCE BENEFITS AGREEMENT 
 This
EXECUTIVE SEVERANCE BENEFITS AGREEMENT (the “Agreement”) is entered into as of the 19th day of April, 2007 (the “Effective Date”), between LEWIS T
(“RUSTY”) WILLIAMS (“Executive”) and FIVE PRIME THERAPEUTICS, INC. (the “Company”). This
Agreement is intended to provide Executive with certain compensation and benefits in the event that Executive is subject to certain qualifying terminations of employment. Certain capitalized terms used in this Agreement are defined in Article 6.

 The Company and Executive hereby agree as follows: 
 ARTICLE 1 
 SCOPE OF AND
CONSIDERATION FOR THIS AGREEMENT 

1.1      Executive is currently employed by the Company. 

1.2      The Company and Executive wish to set forth the compensation and benefits
that Executive shall be entitled to receive upon a Change in Control Termination or a Covered Termination. 

1.3      The duties and obligations of the Company to Executive under this Agreement
shall be in consideration for Executive’s past services to the Company, Executive’s continued employment with the Company, and, with respect to the benefits described in Article 2 and Article 3, Executive’s compliance with the
limitations and conditions on benefits as described in Article 4, including the execution of an effective Release, return of Company property and continued compliance with the Restrictive Covenants. 

1.4      This Agreement shall supersede any other policy, plan, program or
arrangement, including, without limitation, any contract between Executive and any entity, relating to severance benefits payable by the Company to Executive in connection with a Change in Control Termination or Covered Termination. 

ARTICLE 2 

CHANGE IN CONTROL SEVERANCE BENEFITS 

2.1      Severance Benefits. Upon a Change in Control Termination, and
subject to the limitations and conditions set forth in this Agreement, Executive shall be eligible to receive the benefits set forth in this Article 2. 

  
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 2.2      Salary Continuance.
Executive shall receive, as severance, an amount equal to Executive’s Base Salary and Pro-Rata Bonus for that number of months in the Change in Control Severance Period, payable in accordance with the Company’s payroll schedule then in
effect. Except as set forth in Article 4, the payments provided for in this Section 2.2 shall commence with the first regularly scheduled payroll pay date following the later of the Termination Date and the effective date of the Release.

 2.3      Health Continuation Coverage. 

  (a)      Provided that Executive is eligible and has made the necessary
elections for continuation coverage pursuant to COBRA under a health, dental, or vision plan sponsored by the Company, the Company shall reimburse Executive for the applicable premiums (inclusive of premiums for Executive’s dependents for such
health, dental, or vision plan coverage as in effect immediately prior to the date of the Change in Control Termination) for such continued health, dental, or vision plan coverage following the date of the Change in Control Termination for up to the
number of months equal to the Change in Control Severance Period (but in no event after such time as Executive is eligible for coverage under a health, dental or vision insurance plan of a subsequent employer or as Executive and his dependents are
no longer eligible for COBRA coverage). Such coverage shall be counted as coverage pursuant to COBRA. The Company shall have no obligation in respect of any premium payments (or any other payments in respect of health, dental, or vision coverage
from the Company) following the effective date of the Executive’s coverage by a health, dental, or vision insurance plan of a subsequent employer. Executive shall be required to notify the Company immediately if Executive becomes covered by a
health, dental, or vision insurance plan of a subsequent employer. If Executive and his dependents continue coverage pursuant to COBRA following the conclusion of the Change in Control Severance Period, Executive will be responsible for the entire
payment of such premiums required under COBRA for the duration of the COBRA period. COBRA reimbursement will be timely reimbursed as such premiums are incurred and paid by Executive. 

  (b)      For purposes of this Section 2.3, (i) references to
COBRA shall be deemed to refer also to analogous provisions of state law, and (ii) any applicable insurance premiums that are paid by the Company shall not include any amounts payable by Executive under a Code Section 125 health care
reimbursement plan, which amounts, if any, are the sole responsibility of Executive. 

2.4      Stock Awards. Upon a Change in Control Termination, (i) the
vesting and exercisability of all outstanding options to purchase the Company’s common stock (or stock appreciation rights or other rights with respect to stock of the Company issued pursuant to any equity incentive plan of the Company) that
are held by Executive on the Termination Date shall be accelerated in full, and (ii) any reacquisition or repurchase rights held by the Company with respect to common stock issued or issuable (or with respect to other rights with respect to
stock of the Company issued or issuable) pursuant to any other stock award granted to Executive pursuant to any equity incentive plan of the Company shall lapse. 

  
 2. 









 ARTICLE 3 
 COVERED TERMINATION SEVERANCE BENEFITS 
 3.1      Severance Benefits. Upon a Covered Termination, and subject to the limitations and conditions set forth in this Agreement, Executive shall be eligible
to receive the benefits set forth in this Article 3. 
 3.2      Salary
Continuance. Executive shall receive, as severance, an amount equal to Executive’s Base Salary and Pro-Rata Bonus for that number of months in the Covered Termination Severance Period, payable in accordance with the Company’s payroll
schedule then in effect. Except as set forth in Article 4, the payments provided for in this Section 3.2 shall commence with the first regularly scheduled payroll pay date following the later of the Termination Date and the effective date of
the Release. 
 3.3      Health Continuation Coverage. 

  (a)      Provided that Executive is eligible and has made the necessary
elections for continuation coverage pursuant to COBRA under a health, dental, or vision plan sponsored by the Company, the Company shall reimburse Executive for the applicable premiums (inclusive of premiums for Executive’s dependents for such
health, dental, or vision plan coverage as in effect immediately prior to the date of the Covered Termination) for such continued health, dental, or vision plan coverage following the date of the Covered Termination for up to the number of months
equal to the Covered Termination Severance Period (but in no event after such time as Executive is eligible for coverage under a health, dental or vision insurance plan of a subsequent employer or as Executive and his dependents are no longer
eligible for COBRA coverage). Such coverage shall be counted as coverage pursuant to COBRA. The Company shall have no obligation in respect of any premium payments (or any other payments in respect of health, dental, or vision coverage from the
Company) following the effective date of the Executive’s coverage by a health, dental, or vision insurance plan of a subsequent employer. Executive shall be required to notify the Company immediately if Executive becomes covered by a health,
dental, or vision insurance plan of a subsequent employer. If Executive and his dependents continue coverage pursuant to COBRA following the conclusion of the Covered Termination Severance Period, Executive will be responsible for the entire payment
of such premiums required under COBRA for the duration of the COBRA period. COBRA reimbursement will be timely reimbursed as such premiums are incurred and paid by Executive. 

  (b)      For purposes of this Section 3.3, (i) references to
COBRA shall be deemed to refer also to analogous provisions of state law, and (ii) any applicable insurance premiums that are paid by the Company shall not include any amounts payable by Executive under a Code Section 125 health care
reimbursement plan, which amounts, if any, are the sole responsibility of Executive. 

3.4      Stock Awards. Upon a Covered Termination, (i) the vesting and
exercisability of all unvested shares subject to outstanding options to purchase the Company’s common stock (or stock 

  
 3. 









 
appreciation rights or other rights with respect to stock of the Company issued pursuant to any equity incentive plan of the Company) that are held by Executive on the Termination Date shall be
accelerated by fifty percent (50%), and (ii) any reacquisition or repurchase rights held by the Company with respect to common stock issued or issuable (or with respect to other rights with respect to stock of the Company issued or issuable)
pursuant to any other stock award granted to Executive pursuant to any equity incentive plan of the Company shall lapse with respect to fifty percent (50%) of those shares then unvested as of the Termination Date. 

ARTICLE 4 

LIMITATIONS AND CONDITIONS ON BENEFITS 

4.1      Rights Conditioned on Compliance. Executive’s rights to receive
all severance benefits described in Article 2 and Article 3 shall be conditioned upon and subject to Executive’s compliance with the limitations and conditions on benefits as described in this Article 4. 

4.2      Continuation of Service Until Date of Termination. Executive shall
continue to provide service to the Company in good faith until the Termination Date, unless such performance is otherwise excused in writing by the Company. 
 4.3      Release Prior to Payment of Benefits. Upon the occurrence of a Change in Control Termination or a Covered Termination, as applicable, and prior to the
provision or payment of any benefits under this Agreement on account of such Change in Control Termination or Covered Termination, as applicable, Executive must execute a general waiver and release in substantially the form attached hereto and
incorporated herein as Exhibit A, Exhibit B, or Exhibit C, as appropriate (each a “Release”), and such release must become effective in accordance with its terms. The Company may modify the Release in its
discretion to comply with changes in applicable law at any time prior to Executive’s execution of such Release. Such Release shall specifically relate to all of Executive’s rights and claims in existence at the time of such execution and
shall confirm Executive’s obligations under Executive’s Proprietary Information and Inventions Agreement (or any successor agreement thereto) and any similar obligations under applicable law. It is understood that, as specified in the
applicable Release, Executive has a certain number of calendar days to consider whether to execute such Release. If Executive does not execute such Release within the applicable period, no benefits shall be provided or payable under, and Executive
shall have no further rights, title or interests in or to any severance benefits or payments pursuant to, this Agreement. It is further understood that if Executive is age 40 or older at the time of a Change in Control Termination or a Covered
Termination, as applicable, Executive may revoke the applicable Release within seven (7) calendar days after its execution. If Executive revokes such Release within such subsequent seven (7) day period, no benefits shall be provided or
payable under this Agreement pursuant to such Change in Control Termination or Covered Termination, as applicable. 

  
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 4.4      Return of Company
Property. Not later than the Termination Date, Executive shall return to the Company all documents (and all copies thereof) and other property belonging to the Company that Executive has in his or her possession or control. The documents and
property to be returned include, but are not limited to, all files, correspondence, email, memoranda, notes, notebooks, records, plans, forecasts, reports, studies, analyses, compilations of data, proposals, agreements, financial information,
research and development information, marketing information, operational and personnel information, databases, computer-recorded information, tangible property and equipment (including, but not limited to, computers, facsimile machines, mobile
telephones, and servers), credit cards, entry cards, identification badges and keys; and any materials of any kind which contain or embody any proprietary or confidential information of the Company (and all reproductions thereof in whole or in
part). Executive agrees to make a diligent search to locate any such documents, property and information. If Executive has used any personally owned computer, server, or e-mail system to receive, store, review, prepare or transmit any Company
confidential or proprietary data, materials or information, then within ten (10) business days after the Termination Date, Executive shall provide the Company with a computer-useable copy of all such information and then permanently delete and
expunge such confidential or proprietary information from those systems. Executive agrees to provide the Company access to Executive’s system as requested to verify that the necessary copying and/or deletion is done. 

4.5      Cooperation and Continued Compliance with Restrictive Covenants.

   (a)      From and after the Termination Date, Executive
shall cooperate fully with the Company in connection with its actual or contemplated defense, prosecution, or investigation of any existing or future litigation, arbitrations, mediations, claims, demands, audits, government or regulatory inquiries,
or other matters arising from events, acts, or failures to act that occurred during the time period in which Executive was employed by the Company (including any period of employment with an entity acquired by the Company). Such cooperation
includes, without limitation, being available upon reasonable notice, without subpoena, to provide accurate and complete advice, assistance and information to the Company, including offering and explaining evidence, providing truthful and accurate
sworn statements, and participating in discovery and trial preparation and testimony. Executive also agrees to promptly send the Company copies of all correspondence (for example, but not limited to, subpoenas) received by Executive in connection
with any such legal proceedings, unless Executive is expressly prohibited by law from so doing. The Company will reimburse Executive for reasonable out-of-pocket expenses incurred in connection with any such cooperation (excluding foregone wages,
salary, or other compensation) within thirty (30) days of Executive’s timely presentation of appropriate documentation thereof, in accordance with the Company’s standard reimbursement policies and procedures, and will make reasonable
efforts to accommodate Executive’s scheduling needs. 

  (b)      From and after the Termination Date, Executive shall continue
to abide by all of the terms and provisions of Executive’s Proprietary Information and Inventions Agreement, in accordance with its terms. 

  
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   (c)      During the
Severance Period, Executive will not carry on any business or activity (whether directly or indirectly, as a partner, stockholder, principal, agent, director, affiliate, employee or consultant) that is directly competitive with the business
conducted by the Company, nor engage in any other activities that conflict with Executive’s continuing obligations to the Company. For the purposes of this Agreement, Executive and the Company agree that research and development directed toward
clinical or commercial stage products or product candidates which the Company is actively pursuing on the Termination Date will be considered competitive with the business of the Company. Before commencing any participation in any business or
activity during the Change in Control Severance Period or Covered Termination Severance Period, as applicable, Executive shall submit advance written notice to the Board describing the nature of the proposed business or activity and the general
scope of the business of the entity or individual for which Executive is proposing to perform the work activity or in whose business Executive is proposing to participate in some manner, and the Company shall provide a written response within ten
(10) business days indicating whether it consents to the proposed business activity. Failure to respond within this ten (10) business day period shall constitute consent by the Company to the proposed business activity. Notwithstanding the
above restrictions in this Section 4.5(c), Executive shall not be prohibited from being a passive shareholder of up to 1% of the public stock of a competitive entity. 

  (d)      Executive acknowledges and agrees that Executive’s
obligations under this Section 4.5 are an essential part of the consideration Executive is providing hereunder in exchange for which and in reliance upon which the Company has agreed to provide the payments and benefits under this Agreement.
Executive further acknowledges and agrees that Executive’s violation of Section 4.5 inevitably would involve use or disclosure of the Company’s proprietary and confidential information. Accordingly, Executive agrees that Executive
will forfeit, effective as of the date of any breach, any right, entitlement, claim or interest in or to any unpaid portion of the severance payments or benefits provided in Article 2 or Article 3. 

4.6      Parachute Payments. 

  (a)      Parachute Payment Limitation. If any payment or benefit
(including payments and benefits pursuant to this Agreement) Executive would receive in connection with a Change in Control from the Company or otherwise (“Payment”) would (i) constitute a “parachute payment”
within the meaning of Section 280G of the Code, and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Company shall cause to be
determined, before any amounts of the Payment are paid to Executive, which of the following two alternative forms of payment shall be paid to Executive: (i) payment in full of the entire amount of the Payment (a “Full
Payment”), or (ii) payment of only a part of the Payment so that Executive receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”). A Full Payment shall be made
in the event that the quotient obtained by dividing (i) the excess of (a) the Full Payment, over (b) the Reduced Payment, by (ii) the Reduced Payment, is greater than ten percent (10%). A Reduced Payment shall be made in the
event that the quotient obtained by dividing (i) the excess of (a) the Full Payment, over (b) the Reduced Payment, by (ii) the Reduced Payment, is less than or equal to 

  
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ten percent (10%). If a Reduced Payment is made, (i) the Payment shall be paid only to the extent permitted under the Reduced Payment alternative, and Executive shall have no rights to any
additional payments and/or benefits constituting the Payment, and (ii) reduction in payments and/or benefits shall occur in the following order unless Executive elects in writing a different order (provided, however, that such election
shall be subject to Company approval if made on or after the date on which the event that triggers the Payment occurs): (1) reduction of cash payments; (2) cancellation of accelerated vesting of equity awards other than stock options;
(3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits paid to Executive. In the event that acceleration of compensation from Executive’s equity awards is to be reduced, such acceleration of
vesting shall be canceled in the reverse order of the date of grant unless Executive elects in writing a different order for cancellation. 
   (b)      The independent registered public accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of
the Change in Control shall make all determinations required to be made under this Section 4.6. If the independent registered public accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or
group effecting the Change in Control, the Company shall appoint a nationally recognized independent registered public accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the
determinations by such independent registered public accounting firm required to be made hereunder. 

  (c)      The independent registered public accounting firm engaged to
make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive within fifteen (15) calendar days after the date on which Executive’s right to a Payment is
triggered (if requested at that time by the Company or Executive) or such other time as requested by the Company or Executive. If the independent registered public accounting firm determines that no Excise Tax is payable with respect to a Payment,
either before or after the application of the Reduced Amount, it shall furnish the Company and Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such Payment. Any good faith
determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and Executive. 
 4.7      Certain Reductions and Offsets. To the extent that any federal, state or local laws, including, without limitation, the Worker Adjustment and
Retraining Notification Act (the “WARN Act”) or any other so-called “plant closing” laws, require the Company to give advance notice or make a payment of any kind to Executive because of Executive’s involuntary
termination due to a layoff, reduction in force, plant or facility closing, sale of business, change in control, or any other similar event or reason, the benefits payable under this Agreement shall be correspondingly reduced. The benefits provided
under this Agreement are intended to satisfy any and all statutory obligations that may arise out of Executive’s involuntary termination of employment for the foregoing reasons, and the parties shall construe and enforce the terms of this
Agreement accordingly. 

  
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 4.8      Mitigation. Except as
otherwise specifically provided herein, Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under
this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of a Change in Control Termination or Covered Termination (except as
expressly provided in Sections 2.3 and 3.3 above). 

4.9      Indebtedness of Executive. If Executive is indebted to the Company
on the effective date of a Change in Control Termination or Covered Termination, the Company reserves the right to offset any severance payments and benefits under this Agreement by the amount of such indebtedness. 

4.10   Application of Section 409A. In the event that any payment or benefit under this
Agreement fails to satisfy the distribution requirement of Section 409A(a)(2)(A) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, the payment of such benefit shall be accelerated to the minimum extent
necessary so that the benefit is not subject to the provisions of Section 409A(a)(1) of the Code. The payment schedule as revised after the application of the preceding sentence shall be referred to as the “Revised Payment
Schedule.” However, in the event the payment of benefits pursuant to the Revised Payment Schedule would be subject to Section 409A(a)(1) of the Code, the payment of such benefits shall not be paid pursuant to the original payment
schedule or Revised Payment Schedule and instead the payment of such benefits shall be delayed to the minimum extent necessary so that such benefits are not subject to the provisions of Section 409A(a)(1) of the Code. The Company may attach
conditions to or adjust the amounts paid pursuant to this Section 4.10 to preserve, as closely as possible, the economic consequences that would have applied in the absence of this Section 4.10; provided, however, that no such
condition shall result in the payments being subject to Section 409A(a)(1) of the Code. 

4.11    Tax Withholding. All payments under this Agreement shall be subject to
applicable withholding for federal, state and local income and employment taxes. 
 ARTICLE 5 

OTHER RIGHTS AND BENEFITS 

  Nothing in the Agreement shall prevent or limit Executive’s continuing or future participation in any
benefit, bonus, incentive or other plans, programs, policies or practices provided by the Company and for which Executive may otherwise qualify, nor shall anything herein limit or otherwise affect such rights as Executive may have under other
agreements with the Company except as provided in Section 1.4 above. Except as otherwise expressly provided herein, amounts that are vested benefits or that Executive is otherwise entitled to receive under any plan, policy, practice or program
of the Company at or subsequent to the date of a Change in Control shall be payable in accordance with such plan, policy, practice or program. 

  
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 ARTICLE 6 
 DEFINITIONS 
 Unless otherwise provided, for
purposes of the Agreement, the following definitions shall apply: 

6.1      “Base Salary” means 1/12th of the greater of (i) Executive’s annual base salary
(excluding incentive pay, premium pay, commissions, overtime, bonuses, and other forms of variable compensation) as in effect on the date of a Change in Control Termination or a Covered Termination, as applicable, or (ii) in the case of a
Change in Control Termination, Executive’s annual base salary (excluding incentive pay, premium pay, commissions, overtime, bonuses, and other forms of variable compensation) as in effect on the date of a Change in Control. 

6.2      “Board” means the Board of Directors of the
Company. 
 6.3      “Cause” means Executive’s
(i) dishonest statements or acts with respect to the Company, any subsidiary or any affiliate of the Company or any subsidiary; (ii) commission by or indictment for (A) a felony or (B) any misdemeanor (excluding minor traffic
violations) involving moral turpitude, deceit, dishonesty or fraud (“indictment,” for these purposes, meaning an indictment, probable cause hearing or any other procedure pursuant to which an initial determination of probable or reasonable
cause with respect to such offense is made); (iii) gross negligence, willful misconduct or insubordination with respect to the Company, any subsidiary or any affiliate of the Company or any subsidiary; (iv) material breach of any of
Executive’s obligations under any agreement to which Executive and the Company or any subsidiary are a party; or (v) death or disability. With respect to item (iv), Executive will be given notice and a 30-day period in which to cure such
breach, only to the extent such breach can be reasonably expected to be able to be cured within such period. Executive agrees that the breach of any non-solicitation or confidentiality obligation to the Company or any subsidiary shall not be curable
to any extent. 
 6.4      “Change in Control”
means the occurrence, in a single transaction or in a series of related transactions, of any one or more of the following events: 
   (a)      Any natural person, entity or group within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934 (“Exchange
Act Person”) becomes the owner, directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the combined voting power of the Company’s then outstanding securities other than by virtue of
a merger, consolidation or similar transaction. Notwithstanding the foregoing, a Change in Control shall not be deemed to occur (i) on account of the acquisition of securities of the Company by any institutional investor, any affiliate thereof
or any other Exchange Act Person that acquires the Company’s securities in a transaction or series of related transactions that are primarily a private financing transaction for the Company or (ii) solely because the level of ownership
held by any Exchange Act Person (the “Subject Person”) exceeds the designated percentage threshold of the outstanding voting securities as a result of a repurchase or other acquisition of voting securities by the Company
reducing the number of shares 

  
 9. 









 
outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of voting securities by the Company, and after such share
acquisition, the Subject Person becomes the Owner of any additional voting securities that, assuming the repurchase or other acquisition had not occurred, increases the percentage of the then outstanding voting securities owned by the Subject Person
over the designated percentage threshold, then a Change in Control shall be deemed to occur; 

  (b)      There is consummated a merger, consolidation or similar
transaction involving (directly or indirectly) the Company if, immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior thereto do not own, directly or indirectly,
either (i) outstanding voting securities representing more than fifty percent (50%) of the combined outstanding voting power of the surviving entity in such merger, consolidation or similar transaction or (ii) more than fifty percent
(50%) of the combined outstanding voting power of the parent of the surviving entity in such merger, consolidation or similar transaction; 
   (c)      The stockholders of the Company approve or the Board approves a plan of complete dissolution or liquidation of the Company, or a complete
dissolution or liquidation of the Company shall otherwise occur; or 

  (d)      There is consummated a sale, lease, license or other
disposition of all or substantially all of the consolidated assets of the Company and its subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the Company and its subsidiaries
to an entity, more than fifty percent (50%) of the combined voting power of the voting securities of which are owned by stockholders of the Company in substantially the same proportion as their ownership of the Company immediately prior to such
sale, lease, license or other disposition. 
   The term Change in Control shall not include a sale
of assets, merger or other transaction effected exclusively for the purpose of changing the domicile of the Company. Notwithstanding the foregoing or any other provision of this Plan, the definition of Change in Control (or any analogous term) in an
individual written agreement between the Company or any affiliate and the participant shall supersede the foregoing definition with respect to stock awards subject to such agreement (it being understood, however, that if no definition of Change in
Control or any analogous term is set forth in such an individual written agreement, the foregoing definition shall apply). 
 6.5      “Change in Control Severance Period” means the period of twenty-four (24) months commencing on the Termination Date. 

6.6      “Change in Control Termination” means an
“Involuntary Termination Without Cause” or “Resignation for Good Reason,” in either of which occurs on, or within three (3) months prior to, or twelve (12) months following, the
effective date of a Change in Control. Death and disability shall not be deemed Change in Control Terminations. 

  
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6.7      “COBRA” means the Consolidated Omnibus Budget
Reconciliation Act of 1985, as amended. 

6.8      “Code” means the Internal Revenue Code of 1986, as
amended. 
 6.9      “Company” means Five Prime
Therapeutics, Inc. or, following a Change in Control, the surviving entity resulting from such transaction, or any subsequent surviving entity resulting from any subsequent Change in Control. 

6.10    “Covered Termination” means an “Involuntary
Termination Without Cause” or “Resignation for Good Reason.” Death and disability shall not be deemed Covered Terminations. 

6.11    “Covered Termination Severance Period” means the period of
twelve (12) months commencing on the Termination Date. 

6.12    “Involuntary Termination Without Cause” means Executive’s
dismissal or discharge for reasons other than Cause and other than as a result of death or disability. 

6.13    “Pro-Rata Bonus” means 1/12th of the greater of (i) the average annual bonus paid to
Executive for the three years preceding the date of a Change in Control Termination or Covered Termination, as applicable, (or such lesser number of years during which Executive has been employed by the Company), or (ii) annual target cash
bonus, as in effect on the date of a Change in Control Termination or Covered Termination, as applicable. 

6.14    “Resignation for Good Reason” means Executive’s
resignation from all employee positions Executive then-holds with the Company within sixty (60) days following any of the following: 
   (a)      A decrease in Executive’s total target cash compensation (base and bonus) of more than 10%, other than in connection with a comparable
decrease in compensation for all executives of the Company; 

  (b)      Executive’s duties or responsibilities are materially
diminished (not simply a change in title or reporting relationships); Executive shall not be deemed to have a “Resignation for Good Reason” if the Company survives as a separate legal entity or business unit following the
Change in Control and Executive holds substantially the same position in such legal entity or business unit as he or she held before the Change in Control; 
   (c)      An increase in Executive’s round-trip driving distance of more than fifty (50) miles from Executive’s principal personal residence
to the principal office or business location at which Executive is required to perform services (except for required business travel to the extent consistent with Executive’s prior business travel obligations); or 

  
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   (d)      The failure of
the Company to obtain a satisfactory agreement from any successor to assume and agree to perform under the terms of the Plan. 
 6.15    “Termination Date” means the effective date of the Change in Control Termination or Covered Termination, as applicable. 

ARTICLE 7 

GENERAL PROVISIONS 

7.1      Employment Status. This Agreement does not constitute a contract of
employment or impose upon Executive any obligation to remain as an employee, or impose on the Company any obligation (i) to retain Executive as an employee, (ii) to change the status of Executive as an at-will employee or (iii) to
change the Company’s policies regarding termination of employment. 

7.2      Notices. Any notices provided hereunder must be in writing, and such
notices or any other written communication shall be deemed effective upon the earlier of personal delivery (including personal delivery by facsimile) or the third day after mailing by first class mail, to the Company at its primary office location
and to Executive at Executive’s address as listed in the Company’s payroll records. Any payments made by the Company to Executive under the terms of this Agreement shall be delivered to Executive either in person or at the address as
listed in the Company’s payroll records. 
 7.3      Severability.
Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any
applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction as if such
invalid, illegal or unenforceable provisions had never been contained herein. 

7.4      Waiver. If either party should waive any breach of any provisions of this
Agreement, he or it shall not thereby be deemed to have waived any preceding or succeeding breach of the same or any other provision of this Agreement. 
 7.5      Arbitration. Unless otherwise prohibited by law or specified below, all disputes, claims and causes of action, in law or equity, arising from or relating to
this Agreement or its enforcement, performance, breach, or interpretation shall be resolved solely and exclusively by final and binding arbitration held in the San Francisco Bay Area through Judicial Arbitration & Mediation
Services/Endispute (“JAMS”) under the then existing JAMS employment law arbitration rules. However, nothing in this Section 7.5 is intended to prevent either party from obtaining injunctive relief in court to prevent
irreparable harm pending the conclusion of any such arbitration. Each party in any such arbitration shall be responsible for its own attorneys’ fees, costs and necessary disbursement; provided, however, that in the event one party
refuses to arbitrate and the other party seeks to compel arbitration by court order, if such other party prevails, it shall be entitled to recover reasonable attorneys’ fees, 

  
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costs and necessary disbursements. Pursuant to California Civil Code Section 1717, each party warrants that it was represented by counsel in the negotiation and execution of this Agreement,
including the attorneys’ fees provision herein. 
 7.6      Complete
Agreement. This Agreement, including Exhibit A, Exhibit B and Exhibit C, constitutes the entire agreement between Executive and the Company and is the complete, final, and exclusive embodiment of their agreement with regard
to this subject matter, wholly superseding all written and oral agreements with respect to payments and benefits to Executive in the event of employment termination. It is entered into without reliance on any promise or representation other than
those expressly contained herein. 
 7.7      Amendment or Termination of
Agreement; Continuation of Agreement. This Agreement may be changed or terminated only upon the mutual written consent of the Company and Executive. The written consent of the Company to a change or termination of this Agreement must be signed
by an executive officer of the Company (other than Executive) after such change or termination has been approved by the Board. Unless so terminated, this Agreement shall continue in effect for as long as Executive continues to be employed by the
Company or by any surviving entity following any Change in Control. In other words, if, following a Change in Control, Executive continues to be employed by the surviving entity without a Change in Control Termination and the surviving entity then
undergoes a Change in Control, following which Executive is terminated by the subsequent surviving entity in a Change in Control Termination, then Executive shall receive the benefits described in Article 2 hereof. 

7.8      Counterparts. This Agreement may be executed in separate counterparts, any
one of which need not contain signatures of more than one party, but all of which taken together will constitute one and the same Agreement. 
 7.9      Headings. The headings of the Articles and Sections hereof are inserted for convenience only and shall not be deemed to constitute a part hereof nor to affect
the meaning thereof. 
 7.10    Successors and Assigns. This Agreement is intended to
bind and inure to the benefit of and be enforceable by Executive, and the Company, and any surviving entity resulting from a Change in Control and upon any other person who is a successor by merger, acquisition, consolidation or otherwise to the
business formerly carried on by the Company, and their respective successors, assigns, heirs, executors and administrators, without regard to whether or not such person actively assumes any rights or duties hereunder; provided, however, that
Executive may not assign any duties hereunder and may not assign any rights hereunder without the written consent of the Company, which consent shall not be withheld unreasonably. 

7.11    ERISA. This Agreement is intended to constitute a severance agreement subject to the
Employee Retirement Income Security Act of 1974, as amended (“ERISA”). 

  
 13.









 7.12    Choice of Law. To the extent not
preempted by ERISA, all questions concerning the construction, validity and interpretation of this Agreement will be governed by the law of the State of California, without regard to such state’s conflict of laws rules. 

7.13    Construction of Agreement. In the event of a conflict between the text of the
Agreement and any summary, description or other information regarding the Agreement, the text of the Agreement shall control. 
 7.14    Circular 230 Disclaimer. THE FOLLOWING DISCLAIMER IS PROVIDED IN
ACCORDANCE WITH THE INTERNAL REVENUE SERVICE’S CIRCULAR 230 (21 C.F.R. PART 10). ANY
TAX ADVICE CONTAINED IN THIS AGREEMENT IS INTENDED TO BE PRELIMINARY,
FOR DISCUSSION PURPOSES ONLY, AND NOT FINAL. ANY SUCH ADVICE IS NOT
INTENDED TO BE USED FOR MARKETING, PROMOTING OR RECOMMENDING ANY TRANSACTION
OR FOR THE USE OF ANY PERSON IN CONNECTION WITH THE PREPARATION
OF ANY TAX RETURN. ACCORDINGLY, THIS ADVICE IS NOT INTENDED OR
WRITTEN TO BE USED, AND IT CANNOT BE USED, BY ANY PERSON
FOR THE PURPOSE OF AVOIDING TAX PENALTIES THAT MAY BE IMPOSED ON
SUCH PERSON. 
 IN WITNESS
WHEREOF, the parties have executed this Agreement on the Effective Date written above. 
  

							
	FIVE PRIME THERAPEUTICS, INC.	 		 	EXECUTIVE
			
	By: /s/ Mark
McDade                            	 		 	/s/ Lewis T. Williams, Ph.D.                    
			
	Name: Mark
McDade                            	 		 	Lewis T. Williams,
Ph.D.                         
			
	Title:
  Director                                     
	 		 	

  

			
	 Exhibit A:
	  	Release (Individual Termination – Age 40 or Older)
		
	 Exhibit B:
	  	Release (Individual and Group Termination – Under Age 40)
		
	Exhibit C:	  	Release (Group Termination – Age 40 or Older)


  
 14.









 EXHIBIT A 

RELEASE 

(INDIVIDUAL TERMINATION – AGE 40 OR OLDER)

 Certain capitalized terms used in this Release are defined in the Executive Change in Control Severance Benefits
Agreement (the “Agreement”) which I have executed and of which this Release is a part. 
 I hereby
confirm my obligations under the Company’s proprietary information and inventions agreement. 
 I acknowledge that I have
read and understand Section 1542 of the California Civil Code which reads as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release,
which if known by him must have materially affected his settlement with the debtor.” I hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to my
release of any claims I may have against the Company. 
 Except as otherwise set forth in this Release, I hereby release, acquit
and forever discharge the Company, its parents and subsidiaries, and their officers, directors, agents, servants, employees, shareholders, successors, assigns and affiliates, of and from any and all claims, liabilities, demands, causes of action,
costs, expenses, attorneys fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed (other than any claim for indemnification I may
have as a result of any third party action against me based on my employment with the Company), arising out of or in any way related to agreements, events, acts or conduct at any time prior to the date I execute this Release, including, but not
limited to: all such claims and demands directly or indirectly arising out of or in any way connected with my employment with the Company or the termination of that employment, including but not limited to, claims of intentional and negligent
infliction of emotional distress, any and all tort claims for personal injury, claims or demands related to salary, bonuses, commissions, stock, stock options, or any other ownership interests in the Company, vacation pay, fringe benefits, expense
reimbursements, severance pay, or any other form of compensation; claims pursuant to any federal, state or local law or cause of action including, but not limited to, the federal Civil Rights Act of 1964, as amended; the federal Age Discrimination
in Employment Act of 1967, as amended (“ADEA”); the federal Employee Retirement Income Security Act of 1974, as amended; the federal Americans with Disabilities Act of 1990; the California Fair Employment and Housing Act, as
amended; tort law; contract law; wrongful discharge; discrimination; fraud; defamation; emotional distress; and breach of the implied covenant of good faith and fair dealing; provided, however, that nothing in this paragraph shall be
construed in any way to 

  
 A-1.









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

I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under ADEA. I also acknowledge that the
consideration given under the Agreement for the waiver and release in the preceding paragraph hereof is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by
the ADEA, that: (A) my waiver and release do not apply to any rights or claims that may arise on or after the date I execute this Release; (B) I have the right to consult with an attorney prior to executing this Release; (C) I have
twenty-one (21) days to consider this Release (although I may choose to voluntarily execute this Release earlier); (D) I have seven (7) days following my execution of this Release to revoke the Release; and (E) this Release shall
not be effective until the date upon which the revocation period has expired, which shall be the eighth (8th) day after I execute this Release. 
  


			
	[EXECUTIVE]
	
	 
		
	Date:	 	 



  
 A-2.









 EXHIBIT B 

RELEASE 

(INDIVIDUAL AND GROUP TERMINATION – UNDER
AGE 40) 
 Certain capitalized terms used in this Release are defined in the Executive Change in Control
Severance Benefits Agreement (the “Agreement”) which I have executed and of which this Release is a part. 
 I hereby confirm my obligations under the Company’s proprietary information and inventions agreement. 
 I acknowledge that I have read and understand Section 1542 of the California Civil Code which reads as follows: “A general release does not extend to claims which the creditor does not know
or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” I hereby expressly waive and relinquish all rights and benefits under that section
and any law of any jurisdiction of similar effect with respect to my release of any claims I may have against the Company. 

Except as otherwise set forth in this Release, I hereby release, acquit and forever discharge the Company, its parents and subsidiaries,
and their officers, directors, agents, servants, employees, shareholders, successors, assigns and affiliates, of and from any and all claims, liabilities, demands, causes of action, costs, expenses, attorneys fees, damages, indemnities and
obligations of every kind and nature, in law, equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed (other than any claim for indemnification I may have as a result of any third party action against me based
on my employment with the Company), arising out of or in any way related to agreements, events, acts or conduct at any time prior to the date I execute this Release, including, but not limited to: all such claims and demands directly or indirectly
arising out of or in any way connected with my employment with the Company or the termination of that employment, including but not limited to, claims of intentional and negligent infliction of emotional distress, any and all tort claims for
personal injury, claims or demands related to salary, bonuses, commissions, stock, stock options, or any other ownership interests in the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of
compensation; claims pursuant to any federal, state or local law or cause of action including, but not limited to, the federal Civil Rights Act of 1964, as amended; the federal Employee Retirement Income Security Act of 1974, as amended; the federal
Americans with Disabilities Act of 1990; the California Fair Employment and Housing Act, as amended; tort law; contract law; wrongful discharge; discrimination; fraud; defamation; emotional distress; and breach of the implied covenant of good faith
and fair dealing; provided, however, that nothing in this paragraph shall be construed in any way to release the Company from its obligation to indemnify me pursuant to the Company’s indemnification obligation pursuant to agreement or
applicable law. 

  
 B-1.









 I acknowledge that the consideration given under the Agreement for the waiver and release in
the preceding paragraph hereof is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing that: (A) my waiver and release do not apply to any rights or claims that may
arise on or after the date I execute this Release; (B) I have the right to consult with an attorney prior to executing this Release; and (C) I have twenty-one (21) days to consider this Release (although I may choose to voluntarily
execute this Release earlier). 
  

			
	[EXECUTIVE]
	
	 
		
	Date:	 	 



  
 B-2.









 EXHIBIT C 

RELEASE 

(GROUP TERMINATION – AGE 40 OR OLDER) 

Certain capitalized terms used in this Release are defined in the Executive Change in Control Severance Benefits Agreement (the
“Agreement”) which I have executed and of which this Release is a part. 
 I hereby confirm my
obligations under the Company’s proprietary information and inventions agreement. 
 I acknowledge that I have read and
understand Section 1542 of the California Civil Code which reads as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if
known by him must have materially affected his settlement with the debtor.” I hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to my release of
any claims I may have against the Company. 
 Except as otherwise set forth in this Release, I hereby release, acquit and
forever discharge the Company, its parents and subsidiaries, and their officers, directors, agents, servants, employees, shareholders, successors, assigns and affiliates, of and from any and all claims, liabilities, demands, causes of action, costs,
expenses, attorneys fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed (other than any claim for indemnification I may have as a
result of any third party action against me based on my employment with the Company), arising out of or in any way related to agreements, events, acts or conduct at any time prior to the date I execute this Release, including, but not limited to:
all such claims and demands directly or indirectly arising out of or in any way connected with my employment with the Company or the termination of that employment, including but not limited to, claims of intentional and negligent infliction of
emotional distress, any and all tort claims for personal injury, claims or demands related to salary, bonuses, commissions, stock, stock options, or any other ownership interests in the Company, vacation pay, fringe benefits, expense reimbursements,
severance pay, or any other form of compensation; claims pursuant to any federal, state or local law or cause of action including, but not limited to, the federal Civil Rights Act of 1964, as amended; the federal Age Discrimination in Employment Act
of 1967, as amended (“ADEA”); the federal Employee Retirement Income Security Act of 1974, as amended; the federal Americans with Disabilities Act of 1990; the California Fair Employment and Housing Act, as amended; tort law;
contract law; wrongful discharge; discrimination; fraud; defamation; emotional distress; and breach of the implied covenant of good faith and fair dealing; provided, however, that nothing in this paragraph shall be construed in any way to


  
 C-1.









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

I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the ADEA. I also
acknowledge that the consideration given under the Agreement for the waiver and release in the preceding paragraph hereof is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this
writing, as required by the ADEA, that: (A) my waiver and release do not apply to any rights or claims that may arise on or after the date I execute this Release; (B) I have the right to consult with an attorney prior to executing this
Release; (C) I have forty-five (45) days to consider this Release (although I may choose to voluntarily execute this Release earlier); (D) I have seven (7) days following my execution of this Release to revoke the Release;
(E) this Release shall not be effective until the date upon which the revocation period has expired, which shall be the eighth day (8th) after I execute this Release; and (F) I have received with this Release a detailed list of the
job titles and ages of all employees who were terminated in this group termination and the ages of all employees of the Company in the same job classification or organizational unit who were not terminated. 

 

			
	[EXECUTIVE]
	
	 
		
	Date:	 	 



  
 C-2.