Definition of Stock Awards. For purposes of this Agreement, “Stock Awards” shall mean all stock options, restricted stock and such other awards granted pursuant to the Company’s stock option and equity incentive award plans or agreements and any shares of stock issued upon exercise thereof.

Definition of Stock Awards. For purposes of this Agreement, "Stock Awards" shall mean all stock options, restricted stock and such other awards granted pursuant to the Company's stock option and equity incentive award plans or agreements and any shares of stock issued upon exercise thereof.

Stock Awards. Executive shall be entitled to participate in any equity or other employee benefit plan that is generally available to similarly-situated employees of the

Stock Awards. The Executive shall be eligible to participate in the Company’s executive stock award plans and shall be eligible for equity awards in accordance with the terms of the Company’s stock award plans and in the discretion of the Compensation Committee of the Board administering such plans.

Stock Awards. Upon a Change in Control Termination, # the vesting and exercisability of all outstanding options to purchase common stock of FivePrime (or stock appreciation rights or other rights with respect to stock of FivePrime issued pursuant to any equity incentive plan of FivePrime) issued by FivePrime and held by Executive on the Termination Date shall accelerate in full, and # any reacquisition or repurchase rights held by FivePrime with respect to common stock issued or issuable (or with respect to other rights with respect to common stock of FivePrime issued or issuable) pursuant to any other stock award granted to Executive pursuant to any equity incentive plan of FivePrime shall lapse.

Stock Awards. Upon a Covered Termination, # the vesting and exercisability of fifty percent (50%) of all unvested shares subject to outstanding options to purchase common stock of FivePrime (or stock appreciation rights or other rights with respect to stock of FivePrime issued pursuant to any equity incentive plan of FivePrime) issued by FivePrime and held by Executive on the Termination Date shall accelerate, and # any reacquisition or repurchase rights held by FivePrime with respect to common stock of FivePrime issued or issuable (or with respect to other rights with respect to stock of FivePrime issued or issuable) pursuant to any other stock award granted to Executive pursuant to any equity incentive plan of FivePrime shall lapse with respect to fifty percent (50%) of those shares then unvested as of the Termination Date.

Stock Awards. The Committee may, in its discretion, grant Stock Awards to such eligible persons as may be selected by the Committee. The Agreement relating to a Stock Award shall specify whether the Stock Award is a Restricted Stock Award, a Restricted Stock Unit Award or, in the case of an Other Stock Award, the type of award being granted.

Stock Awards. Upon a Change in Control Termination, # the vesting and exercisability of all outstanding options to purchase the Company’s common stock (or stock appreciation rights with respect to the 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 such options to the extent not exercised shall expire ninety (90) days after the Termination Date and # any reacquisition or repurchase rights held by the Company with respect to common stock of the Company issued or issuable) pursuant to any other stock award granted to Executive or stock purchase agreement executed by Executive shall lapse ARTICLE 5

Stock Awards. The Executive shall be eligible to participate in the Company’s executive stock award plans and shall be eligible for equity awards in accordance with the terms of the Company’s stock award plans and in the discretion of the Compensation Committee of the Board administering such plans.

STOCK AWARDS. Shares of Restricted Stock or Restricted Stock Units may be issued to Eligible Employees or Consultants either alone or in addition to other Awards granted under the Plan. The Committee shall determine the eligible persons to whom, and the time or times at which, grants of Restricted Stock or Restricted Stock Units will be made, the number of shares to be awarded, the price (if any) to be paid by the recipient (subject to Section 7.2), the time or times within which such Awards may be subject to forfeiture, the vesting schedule and rights to acceleration thereof, and all other terms and conditions of the Awards.