Offer Letter, by and between FibroGen, Inc. and Enrique Conterno, dated as of December 17, 2019

Position/Duties.  As Chief Executive Officer of the Company, you will be responsible for the general management of the affairs of the Company.  You shall devote your best efforts and full business time, skill and attention to the performance of your duties.  You will also be expected to adhere to the general employment policies and practices of the Company that may be in effect from time to time, except that when the terms of this Offer Letter conflict with the Company’s general employment policies or practices, this Offer Letter will control.  You will work out of the Company’s offices in San Francisco, California.  The Company may change your position, duties, work location and compensation from time to time in its discretion, subject to the terms and conditions set forth herein.  During employment, you will also serve as a member of the Board, subject to your future election by FibroGen stockholders, and you shall submit your resignation from the Board upon the termination of your employment.  If you wish to serve on the Board of Directors of a separate company, you may do so subject to approval by the Board, and to the extent such service does not conflict with FibroGen responsibilities.

Compensation. FibroGen will pay you a starting annual  salary of $800,000 payable in semi-monthly installments on our regular paydays in accordance with FibroGen's standard payroll policies. Your salary will begin as of the Effective Date.  The position is classified as exempt and therefore not eligible for overtime pay. The first and last payment by FibroGen to you will be adjusted, if necessary, to reflect a commencement or termination date other than the first or last working day of a pay period.

Signing Bonus. FibroGen will pay you a sign-on bonus in the amount of $250,000 (subject to applicable payroll taxes and withholdings) to be payable on the first payroll date which occurs after ninety (90) days following the Effective Date of your employment, including to cover all costs associated with your relocation, and any commuting or services prior to relocation to the San Francisco Bay Area.

Stock Options and Restricted Stock Units.  Pending approval by the FibroGen Compensation Committee, you will be granted the following equity incentive grant(s) pursuant to the terms and conditions of the Equity Plan effective on the date of acceptance of this letter (the “Equity Plan”), as may be amended or modified from time to time:

a stock option to purchase 300,000 shares of FibroGen's Common Stock with an exercise price set at the fair market value on the date of grant (“Stock Options”); and

a grant of 60,000 restricted stock units relating to shares of FibroGen’s Common Stock (“RSUs”).

Bonus Plan. You will be eligible to participate in FibroGen’s Incentive Compensation Plan (the “Bonus Plan”) adopted by FibroGen for its employees on such terms as the Board may determine in its discretion.

Change in Control and Severance Agreement.  You will be eligible to enter into the Company’s Change in Control and Severance Agreement approved by the Board that provides for certain severance benefits upon a termination following a Change in Control (as defined therein) and upon certain other terminations.

Benefits. During the term of your employment, you will be eligible to participate in FibroGen’s benefits program, which may include FibroGen's vacation benefits and other employee benefits such as medical, vision and dental health insurance, covering employees and officers. Your vacation benefit will accrue at four weeks per year.  These benefits may be modified or subject to change from time to time. A copy of FibroGen's current benefits summary has been provided to you.

Employment Eligibility. You will also be required to sign the Employment Eligibility Verification (Form I-9).  (You will need to complete and return Section One of Form I-9 along with your signed Offer Letter). On or prior to your first day of employment, please provide the necessary original documents that establish your identity and employment eligibility to work in the United States. Acceptable documents are listed on the reverse side of Form I-9. Such documentation must be provided to us within three (3) business days of your date of hire, or our employment relationship with you may be terminated.

Proprietary Information. You will abide by FibroGen’s strict company policy that prohibits any new employee from using or bringing with them from any prior employer any proprietary information, trade secrets, proprietary materials or processes of such former employers.  Moreover, because FibroGen’s proprietary information is extremely important, this offer of employment is expressly subject to your execution of the enclosed Confidential Information, Secrecy and Invention Agreement for Employees.

At Will Employment.  You should be aware that your employment with FibroGen is for no specified period and constitutes "at-will" employment.  As a result, both FibroGen and you are free to terminate the employment relationship at any time, for any reason or for no reason, and with or without advance notice. The changing needs of FibroGen could also result in changes to certain aspects of your employment, such as compensation, responsibilities, location, etc. These provisions expressly supersede any previous representations, oral or written. Your at-will employment cannot be modified or amended except by written agreement signed by you, and a Company officer approved by the Board.

Arbitration. In connection with this Agreement, we request that you execute the enclosed FibroGen Arbitration Agreement.

Indemnification.  FibroGen will enter into with you the enclosed Indemnity Agreement

FibroGen Employment Application

Confidential Information, Secrecy And Invention Agreement

Change in Control and Severance Agreement

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FibroGen Arbitration Agreement

FibroGen Indemnity Agreement