(i) 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.
(j) Employee shall mean any individual who is a common-law employee of the Company, a Parent or a Subsidiary.
(k) Exercise Price shall mean the amount for which one Share may be purchased upon exercise of this option, as specified in the Notice of Stock Option Grant.
(l) Fair Market Value shall mean the fair market value of a Share, as determined by the Board of Directors in good faith. Such determination shall be conclusive and binding on all persons.
(m) Immediate Family shall mean any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law and shall include adoptive relationships.
(n) ISO shall mean an employee incentive stock option described in Section 422(b) of the Code.
(o) Notice of Stock Option Grant shall mean the document so entitled to which this Agreement is attached.
(p) NSO shall mean a stock option not described in Sections 422(b) or 423(b) of the Code.
(q) Optionee shall mean the person named in the Notice of Stock Option Grant.
(r) Outside Director shall mean a member of the Board of Directors who is not an Employee.
(s) Parent shall mean any corporation (other than the Company) in an unbroken chain of corporations ending with the Company, if each of the corporations other than the Company owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.
(t) Plan shall mean the Vitae Pharmaceuticals, Inc. 2004 Stock Plan, as in effect on the Date of Grant.
(u) Purchase Price shall mean the Exercise Price multiplied by the number of Shares with respect to which this option is being exercised.
(v) Right of First Refusal shall mean the Companys right of first refusal described in Section 7.
(w) Securities Act shall mean the Securities Act of 1933, as amended.