EXHIBIT 4(d)
<PAGE>
CEL-SCI CORPORATION
2003 STOCK BONUS PLAN
l. Purpose. The purpose of this Stock Bonus Plan is to advance
the
interests of Cel-Sci Corporation (the
"Company") and its shareholders, by
encouraging and enabling selected officers,
directors, consultants and key
employees upon whose judgment, initiative
and effort the Company is largely
dependent for the successful conduct of its
business, to acquire and retain a
proprietary interest in the Company by
ownership of its stock, to keep personnel
of experience and ability in the employ of
the Company and to compensate them
for their contributions to the growth and
profits of the Company and thereby
induce them to continue to make such
contributions in the future.
2. Definitions.
A. "Board" shall mean the board of directors of the Company.
B. "Committee" means the directors duly appointed to administer
the Plan.
C. "Plan" shall mean this Stock Bonus Plan.
D. "Bonus Share" shall mean the shares of common stock of the
Company reserved pursuant to Section 4
hereof and any such shares issued to a
Recipient pursuant to this Plan.
E. "Recipient" shall mean any individual rendering services for
the Company to whom shares are granted
pursuant to this Plan.
3. Administration of Plan. The Plan shall be administered by a
committee of two or more directors
appointed by the Board (the "Committee"). The
Committee shall report all action taken by
it to the Board. The Committee shall
have full and final authority in its
discretion, subject to the provisions of
the Plan, to determine the individuals to
whom and the time or times at which
Bonus Shares shall be granted and the
number of Bonus Shares; to construe and
interpret the Plan; and to make all other
determinations and take all other
actions deemed necessary or advisable for
the proper administration of the Plan.
All such actions and determinations shall
be conclusively binding for all
purposes and upon all persons.
4. Bonus Share Reserve. There shall be established a Bonus
Share
Reserve to which shall be credited 500,000
shares of the Company's common stock.
In the event that the shares of common
stock of the Company should, as a result
of a stock split or stock dividend or
combination of shares or any other change,
or exchange for other securities by
reclassification, reorganization, merger,
consolidation, recapitalization or
otherwise, be increased or decreased or
changed into or exchanged for, a different
number or kind of shares of stock or
other securities of the Company or of
another corporation, the number of shares
then remaining in the Bonus Share Reserve
shall be appropriately adjusted to
reflect such action. Upon the grant of
shares hereunder, this reserve shall be
reduced by the number of shares so granted.
Distributions of Bonus Shares may,
as the Committee shall in its sole
discretion determine, be made from authorized
<PAGE>
but unissued shares or from treasury
shares. All authorized and unissued shares
issued as Bonus Shares in accordance with
the Plan shall be fully paid and
non-assessable and free from preemptive
rights.
5. Eligibility,
and Granting and Vesting of Bonus Shares. Bonus Shares
may be granted under the Plan to the
Company's (or the Company's subsidiaries)
employees, directors and officers, and
consultants or advisors to the Company
(or its subsidiaries), provided however
that bona fide services shall be
rendered by such consultants or advisors
and such services must not be in
connection with the offer or sale of
securities in a capital-raising
transaction.
The Committee, in its sole discretion, is empowered to grant to
an
eligible Participant a number of Bonus
Shares as it shall determine from time to
time. Each grant of these Bonus Shares
shall become vested according to a
schedule to be established by the Committee
directors at the time of the grant.
For purposes of this plan, vesting shall
mean the period during which the
recipient must remain an employee or
provide services for the Company. At such
time as the employment of the Recipient
ceases, any shares not fully vested
shall be forfeited by the Recipient and
shall be returned to the Bonus Share
Reserve. The Committee, in its sole
discretion, may also impose restrictions on
the future transferability of the bonus
shares, which restrictions shall be set
forth on the notification to the Recipient
of the grant.
The aggregate number of Bonus Shares which may be granted
pursuant
to this Plan shall not exceed the amount
available therefore in the Bonus Share
Reserve.
6. Form of Grants. Each grant shall specify the number of Bonus
Shares
subject thereto, subject to the provisions
of Section 5 hereof.
At the time of making any grant, the Committee shall advise the
Recipient by delivery of writt
