(b) Code shall mean the Internal Revenue Code of 1986, as amended.
(c) Committee shall mean a committee of the Board of Directors, as described in Section 2(a).
(d) Company shall mean Vitae Pharmaceuticals, Inc., a Delaware corporation.
(e) Consultant shall mean a person who performs bona fide services for the Company, a Parent or a Subsidiary as a consultant or advisor, excluding Employees and Outside Directors.
(f) Disability shall mean that the Optionee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment.
(g) Employee shall mean any individual who is a common-law employee of the Company, a Parent or a Subsidiary.
(h) Exercise Price shall mean the amount for which one Share may be purchased upon exercise of an Option, as specified by the Board of Directors in the applicable Stock Option Agreement.
(i) Fair Market Value shall mean the fair market value of a Share, as determined by the Board of Directors in accordance with applicable law. Such determination shall be conclusive and binding on all persons.
(j) Family Member shall mean (i) any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, including adoptive relationships, (ii) any person sharing the Optionees household (other than a tenant or employee), (iii) a trust in which persons described in Clause (i) or (ii) have more than 50% of the beneficial interest, (iv) a foundation in which persons described in Clause (i) or (ii) or the Optionee control the management of assets and (v) any other entity in which persons described in Clause (i) or (ii) or the Optionee own more than 50% of the voting interests.
(k) ISO shall mean an employee incentive stock option described in Section 422(b) of the Code.
(l) Nonstatutory Option shall mean a stock option not described in Section 422(b) or 423(b) of the Code.
(m) Option shall mean an ISO or Nonstatutory Option granted under the Plan and entitling the holder to purchase Shares.
(n) Optionee shall mean a person who holds an Option.