(f) Company means Vitae Pharmaceuticals, Inc., a Delaware corporation.
(g) Consultant means a person, excluding Employees and Outside Directors, who performs bona fide services for the Company, a Parent(3) or a Subsidiary as a consultant or advisor and who qualifies as a consultant or advisor under Rule 701(c)(1) of the Securities Act or under Instruction A.1.(a)(1) of Form S-8 under the Securities Act.
(h) Date of Grant means the date of grant specified in the applicable Stock Option Agreement, which date shall be the later of (i) the date on which the Board of Directors resolved to grant the Option or (ii) the first day of the Optionees Service.
(i) Disability means that the Optionee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment.
(j) Employee means any individual who is a common-law employee of the Company, a Parent(4) or a Subsidiary.
(k) Exchange Act means the Securities Exchange Act of 1934, as amended.
(l) Exercise Price means 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.
(m) Fair Market Value means 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.
(n) Family Member means (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 Participants 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 Participant control the management of assets and (v) any other entity in which persons described in Clause (i) or (ii) or the Participant own more than 50% of the voting interests.
(o) Grantee means a person to whom the Board of Directors has awarded Shares under the Plan.
(p) ISO means an Option that qualifies as an incentive stock option as described in Code Section 422(b). Notwithstanding its designation as an ISO, an Option that does not qualify as an ISO under applicable law shall be treated for all purposes as an NSO.
(3) Note that special considerations apply if the Company proposes to grant awards to consultant or advisor of a Parent company.
(4) Note that special considerations apply if the Company proposes to grant awards to an Employee of a Parent company.