Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; compensatory Arrangements of Certain
           Officers.

On May 30, 2023, the Compensation Committee of the Board of Directors of TuSimple Holdings Inc. (the "Company") adopted the TuSimple Holdings Inc. Senior Management Severance and Change in Control Plan (the "Plan"). Eric Tapia, the Chief Financial Officer of the Company, is eligible to participate in the Plan.

The Plan provides that where a participant's employment is terminated outside of the context of a "change in control," either by the Company without "cause" or by the participant for "good reason" (each as defined in the Plan), the participant will be entitled to receive: (i) a lump-sum cash payment equal to one-half of the sum of the participant's base salary and target annual bonus; (ii) accelerated vesting of equity awards that would have vested within one year of termination; and (iii) a lump-sum cash payment equal to twelve times the cost incurred by the Company in the month immediately prior to the termination of employment for providing group health, dental and vision benefits to the participant and the participant's eligible dependents.

In the event that a participant's employment is terminated within six months prior to, or within twelve months following, a change in control, either by the Company without cause or by the participant for good reason, the participant will be entitled to receive: (i) a lump-sum cash payment equal to the sum of the participant's base salary and target annual bonus; (ii) accelerated vesting of each then-outstanding equity award, with the deemed attainment of the applicable performance metrics; and (iii) a lump-sum cash payment equal to twelve times the cost incurred by the Company in the month immediately prior to the termination of employment for providing group health, dental and vision benefits to the participant and the participant's eligible dependents.

The provision of payments and benefits described above is conditioned upon the participant's execution of a release of claims. The Plan provides that if a participant receives any amount, whether under the Plan or otherwise, that is subject to the excise tax imposed pursuant to Section 4999 of the Internal Revenue Code, the amount of the payments to be made to the participant will be reduced to the extent necessary to avoid imposition of the excise tax, but only if the net amount of the reduced payments exceeds the net amount that the participant would receive following imposition of the excise tax and all income and related taxes.

The foregoing description of the Plan does not purport to be complete and is qualified in the entirety by reference to the Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits



Exhibit
  No.      Description

10.1†        TuSimple Holdings Inc. Senior Management Severance and Change in
           Control Plan

104        Cover Page Interactive Data File (formatted as Inline XBRL).

† Certain schedules have been omitted pursuant to Item 601(a)(5) of Regulation

S-K. The Company undertakes to furnish supplemental copies of any of the

omitted schedules to the SEC upon request.

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