Departure of Directors or Certain

Change of Control and Severance Policy

On December5, 2017, the Compensation Committee (the Committee) of the Board of Directors (the Board) of Alpine Immune Sciences, Inc. (the Company) adopted a Change of Control and Severance Policy (the Severance Policy), which applies to certain key employees of the Company as designated by the Committee from time to time (each, an Eligible Employee). The Severance Policy has a term of three years, and automatically renews for additional

one-year

terms.

Pursuant to the Severance Policy, if the Company terminates an Eligible Employees employment other than for cause, death or disability or the Eligible Employee resigns for good reason on or within 12 months following a change of control, then, subject to the Severance Conditio ns (as defined below), such Eligible Employee will be eligible to receive the following severance benefits, less applicable tax withholdings:

A

lump-sum

payment totaling 100% (or, in case of the Companys chief executive officer, Dr.Gold, 150%) of the Eligible Employees applicable annual base salary.

A

lump-sum

payment equal to (i) 100% of the Eligible Employees applicable target annual bonus

plus

(ii)a payment equal to the Eligible Employees

pro-rated

applicable target annual bonus.

100% of the Eligible Employees then-outstanding and unvested time-based equity awards will become vested and exercisable.

Payment or reimbursement of continued health coverage for the Eligible Employee and the Eligible Employees dependents under COBRA for a period of up to 12 months (or, in Dr.Golds case, 18 months).

Further, under the Severance Policy, if the Company terminates an Eligible Employees employment other than for cause, death or disability or such Eligible Employee resigns for good reason at any time other than during the period lasting from the date of a change of control or within 12 months thereafter, then, subject to the Severance Conditions, such Eligible Employee will be eligible to receive the following severance benefits, less applicable tax withholdings:

Continued payments totaling 75% (or, in Dr.Golds case, 100%) of the Eligible Employees applicable annual base salary over a period of 9 months (or in Dr.Golds case, 12 months).

100% of the Eligible Employees then-outstanding and unvested time-based equity awards granted prior to the closing of the merger by and between Alpine Immune Sciences, Inc. and Nivalis Therapeutics, Inc. that would have otherwise vested during the

12-month

period following the date of the Eligible Employees termination, and 0% in all other cases.

Payment or reimbursement of continued health coverage for the Eligible Employee and the Eligible Employees dependents under COBRA for a period of up to 9 months (or, in Dr.Golds case, 12 months).

To receive the severance benefits upon a qualifying termination, either in connection with or not in connection with a change of control, an Eligible Employee must sign and not revoke the Companys standard separation agreement and release of claims within the timeframe set forth in the Severance Policy and must continue to adhere to the Eligible Employees

non-competition,

non-disclosure,

and invention assignment agreement (the Severance Conditions).

If any of the payments provided for under the Severance Policy or otherwise payable to an Eligible Employee would constitute parachute payments within the meaning of Section280G of the Internal Revenue Code and would be subject to the related excise tax under Section4999 of the Internal Revenue Code, then the Eligible Employee will be entitled to receive either full payment of benefits or such lesser amount which would result in no portion of the benefits being subject to the excise tax, whichever results in the greater amount of

after-tax

benefits to the Eligible Employee.

The foregoing description is a summary of the material terms of the Severance Policy, does not purport to be complete, and is qualified in its entirety by reference to the Severance Policy, which is filed as Exhibit 10.1 to this Current Report on Form

8-K

and is incorporated by reference herein.

Executive Employment Agreements

On December5, 2017, the Committee also adopted a new form of executive employment agreement that provides for

at-will

employment (the Employment Agreement). Pursuant to the Employment Agreement, each employee that becomes a party thereto will be entitled to receive his or her base salary, a discretionary annual incentive bonus opportunity and standard employee benefit plan participation. The Employment Agreement also provides for certain severance benefits upon termination of employment or a change in control of the Company pursuant to the Severance Policy.

The foregoing description is a summary of the material terms of the Employment Agreement, does not purport to be complete, and is qualified in its entirety by reference to the Employment Agreement, which is filed as Exhibit 10.2 to this Current Report on Form

8-K

and is incorporated by reference herein.

Executive Compensation

In addition, the Committee also approved annual base salaries, effective January1, 2018 as follows:

Name

Title

CurrentBase

Salary

2018BaseSalary

Mitchell H. Gold, M.D.

Chief Executive Officer and Executive Chairman

$

300,000

$

400,000

StanfordPeng,M.D.,Ph.D.

Executive Vice President of Research and Development and Chief Medical Officer

375,000

400,000

Paul Rickey

Senior Vice President and Chief Financial Officer

275,000

335,000

Drs. Gold and Peng and Mr.Rickey are entitled to cash bonuses of up to 50%, 35% and 35%, respectively, of their base salary. The actual amount of such bonuses is tied to the achievement of various corporate objectives for 2018. Dr.Golds bonus is based solely on achievement of corporate objectives. The bonuses for Dr.Peng and Mr.Rickey are based on 75% corporate objectives and 25% individual objectives.

Drs. Gold and Peng and Mr.Rickey will be participants in the Severance Policy.

The foregoing base salary and bonus information will be reflected in each of the foregoing officers Employment Agreements, the material terms of which are described above, to be entered into with each of the executives on or about December20, 2017.

Item9.01

Financial Statements and Exhibits.

(d) Exhibits

ExhibitNo.

Description

10.1

Change of Control and Severance Policy.

10.2

Form of Executive Employment Agreement.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December11, 2017

ALPINE IMMUNE SCIENCES, INC.

By:

/s/ Paul Rickey

Name:

Paul Rickey

Title:

Senior Vice President and Chief Financial Officer

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