EXHIBIT 4(d)
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CEL-SCI CORPORATION
2007 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 1,000,000 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
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authorized 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 written notice, in the form of Exhibit A
hereto
annexed.
7. Recipients'
Representations.
A. The Committee may require that, in acquiring any Bonus
Shares,
the Recipient agree with, and represent to, the Company that the
Recipient is
acquiring such Bonus Shares for the purpose of investment and with
no present
intention to transfer, sell or otherwise dispose of shares except
such
distribution by a legal representative as shall be required by will
or the laws
of any jurisdiction in winding-up the estate of any Recipient. Such
shares shall
be transferable thereafter only if the proposed transfer shall be
permissible
pursua
