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. 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. Subject to share availability under the LTIP, each Eligible Participant shall be granted an award of Restricted Stock Units on the day that he or she first becomes an Eligible Participant (“Initial Stock Grant”). Each person who first becomes an Eligible Participant on a date other than an Annual Meeting Date shall receive a pro rata amount of the Initial Stock Grant to reflect the actual number of months remaining between the date such person first becomes an Eligible Participant and the next anniversary of the Annual Meeting Date. In addition to the Initial Stock Grant, subject to share availability under the LTIP, each Eligible Participant in service on an Annual Meeting Date will receive an award of Restricted Stock Units on such date (“Annual Stock Grant” and collectively with the Initial Stock Grant, the “Stock Grants”). Notwithstanding the foregoing, any Eligible Participant who first becomes an Eligible Participant on an Annual Meeting Date will not receive the Initial Stock Grant (but will receive the Annual Stock Grant). The Stock Grants shall have the following terms and conditions:

Stock Awards. The Committee is authorized to grant a Stock Award under the Plan to any Eligible Person as a bonus, as additional compensation, or in lieu of cash compensation the individual is otherwise entitled to receive, in such amounts and subject to such other terms as the Committee in its discretion determines to be appropriate.

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. The vesting of all outstanding Stock Awards held by Executive shall be accelerated so that the amount of shares vested under such Stock Awards shall equal that number of shares which would have been vested if Executive had continued to render services [[Organization A:Organization]] for 12 continuous months after the date of Executive’s termination of employment.

Stock Awards. The vesting of all outstanding Stock Awards held by Executive shall be accelerated so that the amount of shares vested under such Stock Awards shall equal that number of shares that would have been vested if Executive had continued to render services [[Organization A:Organization]] for 12 continuous months after the date of Executive’s termination of employment. All Stock Awards held by Executive that are vested at the time of termination (including any accelerated Stock Awards) will be exercisable in accordance with their terms until the earlier of # one year after the termination date, or # the expiration of the maximum term of the option.

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. The vesting of all outstanding Stock Awards held by Executive shall be accelerated so that the amount of shares vested under such Stock Awards shall equal that number of shares which would have been vested if Executive had continued to render services [[Organization A:Organization]] for 12 continuous months after the date of Executive’s termination of employment.