(a) Administrator shall mean the Board of Directors of the Company, as constituted from time to time or, if a Committee has been appointed, such Committee, all as described in Section 2 of the Plan.
(b) Agreement shall mean this Share Option Agreement.
(c) Company shall mean Tusimple (Cayman) Limited, a Cayman Islands exempted limited company.
(d) 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.
(e) Date of Grant shall mean the date of grant specified in the Notice of Share Option Grant, which date shall be the later of (i) the date on which the Administrator resolved to grant this Option or (ii) the first day of the Optionees Service.
(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 an employee of the Company, a Parent or a Subsidiary.
(h) Employer shall mean any of the Company, a Parent or a Subsidiary, who is an employer of an Employee.
(i) Exercise Price shall mean the amount for which one Share may be purchased upon exercise of this Option, as specified in the Notice of Share Option Grant.
(j) Fair Market Value shall mean the fair market value of a Share, as determined by the Administrator in good faith. Such determination shall be conclusive and binding on all persons.
(k) 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.
(l) Notice of Share Option Grant shall mean the document so entitled to which this Agreement is attached.
(m) Optionee shall mean the person named in the Notice of Share Option Grant.
(n) Outside Director shall mean a member of the Board of Directors who is not an Employee.
(o) Parent shall mean any company (other than the Company) in an unbroken chain of companies ending with the Company, if each of the companies other than the Company owns share possessing 50% or more of the total combined voting power of all classes of share in one of the other companies in such chain.