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EXHIBIT 4(k)
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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 7,500,000 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
Participa
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