EXHIBIT 4(e)
STOCK COMPENSATION PLAN
(Amended)
CEL-SCI Corporation ("the Company") hereby adopts the Stock Compensation
Plan. All officers, directors and employees of the Company, as well as
consultants to the Company (collectively the "Participants"), will be eligible
to participate in the Plan. Pursuant to the provisions of the Plan, Participants
and directors may agree to receive shares of the Company's common stock in lieu
of all or part of the compensation owed to them by the Company.
1. Up to 13,500,000 shares of common stock are reserved for issuance
pursuant to this Plan. At the option of the Company, the shares of
stock issuable pursuant to the Plan will be restricted securities as
that term is defined in Rule 144 of the Securities and Exchange
Commission.
2. The number of shares to be offered to each Participant will be equal
to the number determined by dividing the compensation to be satisfied
through the issuance of shares by the Price Per Share. The Price Per
Share will be equal to the closing price of the Company's common stock
on the date prior to the date the Acceptance Form is delivered to the
Participant except that a higher or a lower price may be set by the
Company's Compensation Committee. However in no case may the Price Per
Share be less than 80% of the closing price of the Company's common
stock on the date prior to the date the Acceptance Form is delivered
to the Participant.
3. If the Company is willing to offer shares of its common stock to any
Participant in accordance with this Plan, the Company will provide the
Participant with the attached Acceptance Form. A Participant wanting
to accept the terms outlined in the Acceptance Form will be required
to sign the form and return it to the Company by the date indicated on
the form.
4. The Company, in its sole discretion, may determine that any eligible
Participant will not, on any or on one or more occasions, be offered
the opportunity to receive shares of common stock pursuant to this
Plan.
5. The agreement of any Participant to accept shares of common stock in
lieu of compensation is subject to approval by the Company's board of
directors, which approval may be refused for any reason.
6. At the time the shares are issued, the Participant will incur taxable
income equal to the market price of the Company's common stock on the
date the Company's board of directors approves the issuance of shares
to the Participant. If the Participant is employed by the Company on
the date the shares are issued, the Company may require the
Participant to pay the Company all applicable federal and state
withholding taxes with respect to such income or, may withhold such
amounts from the Participant. If the Participant is not employed by
the Company on the date the shares are issued, the delivery of the
shares may be conditioned, at the Company's option, upon the
Participant tendering to the Company an amount equal to all applicable
federal and state withholding taxes. Federal withholding taxes will be
based upon the then current provisions of the Internal Revenue Code
for withholding taxes plus the Participant's share of Social Security
and Medicaid taxes.
7. The Company makes no representations to a Participant that the shares
which may be issued pursuant to this Plan will ultimately have any
value whatsoever.
8. This Plan will terminate on December 31, 2014, after which date the
Company may not issue any shares of common stock pursuant to this
Plan.
STOCK COMPENSATION PLAN
ACCEPTANCE FORM
The undersigned Participants has read and understands the provisions of the
Stock Compensation Plan of CEL-SCI Corporation (the "Company") and hereby agrees
to accept ___________ shares of the Company's common stock in full and complete
payment of $__________ presently owed to the Participant for services provided
to the Company.
The Participant understands that:
o if this box is checked [ ] the shares of the Company's common stock to
be issued in accordance with this Acceptance Form may not be sold in
the public market for a period of one year from the date this
Acceptance Form has been approved by the Company's directors and as a
result the shares may ultimately have little or no value;
o the agreement to accept shares of the Company's common stock in
payment for services cannot be construed as any guaranty of future
employment; and
o the agreement to accept shares of common stock in payment of
compensation may not be revoked by the Participant.
The Company's latest reports on Form 10-K and 10-Q are available upon
request.
This Form must be returned to the Company no later than ________.
AGREED TO AND ACCEPTED this ______ day of _________, 2012.
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Participant
CEL-SCI Corporation
By
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Authorized Officer