EXHIBIT 4(e)
<PAGE>
CEL-SCI CORPORATION
2008 INCENTIVE STOCK OPTION PLAN
1. Purpose. The
purpose of this Incentive Stock Option Plan (the
"Plan") is to advance the interests of Cel-Sci Corporation and any
subsidiary
corporation (hereinafter referred to as the "Company") and all of
its
shareholders, by strengthening the Company's ability to attract and
retain in
its employ individuals of training, experience, and ability, and to
furnish
additional incentive to officers and valued employees upon whose
judgment,
initiative, and efforts the successful conduct and development of
its business
largely depends, by encouraging such officers and employees to
become owners of
capital stock of the Company.
This will be effected through the granting of stock options as
herein provided, which options are intended to qualify as
"Incentive Stock
Options" within the meaning of Section 422 of the Internal Revenue
Code, as
amended (the "Code").
2.
Definitions.
(a) "Board" means the Board of Directors of the Company.
(b) "Committee" means the directors duly appointed to
administer
the Plan.
(c) "Common Stock" means the Company's Common Stock.
(d) "Date of Grant" means the date on which an Option is
granted
under the Plan.
(e) "Option" means an Option granted under the Plan.
(f) "Optionee" means a person to whom an Option, which has not
expired, has been granted under the Plan.
(g) "Successor" means the legal representative of the estate of
a
deceased optionee or the person or persons who acquire the right to
exercise an
Option by bequest or inheritance or by reason of the death of any
Optionee.
3. Administration
of Plan. The Plan shall be administered by the
Company's Board of Directors or in the alternative, by a committee
of two or
more directors appointed by the Board (the "Committee"). If a
Committee should
be appointed, 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 Options shall be granted and the number of shares
and purchase
price of Common Stock covered by each Option; to construe and
interpret the
Plan; to determine the terms and provisions of the respective
Option agreements,
which need not be identical, including, but without limitation,
terms covering
the payment of the Option Price; and to make all other
determinations and take
all other actions deemed necessary or advisable for the proper
administration of
<PAGE>
the Plan. All such actions and determinations shall be conclusively
binding for
all purposes and upon all persons.
4. Common Stock
Subject to Options. The aggregate number of shares of
the Company's Common Stock which may be issued upon the exercise of
Options
granted under the Plan shall not exceed 1,000,000. The shares of
Common Stock to
be issued upon the exercise of Options may be authorized but
unissued shares,
shares issued and reacquired by the Company or shares bought on the
market for
the purposes of the Plan. In the event any Option shall, for any
reason,
terminate or expire or be surrendered without having been exercised
in full, the
shares subject to such Option but not purchased thereunder shall
again be
available for Options to be granted under the Plan.
The aggregate fair
market value (determined as of the time any option
is granted) of the stock for which any employee may be granted
options which are
first exercisable in any single calendar year under this Plan (and
any other
plan of the Company meeting the requirements for Incentive Stock
Option Plans)
shall not exceed $100,000.
5. Participants.
Options will be granted only to persons who are
employees of the Company or subsidiaries of the Company and only in
connection
with any such person's employment. The term "employees" shall
include officers
as well as other employees, and the officers and other employees
who are
directors of the Company. The Committee will determine the
employees to be
granted options and the number of shares subject to each
option.
6. Terms and
Conditions of Options. Any Option granted under the Plan
shall be evidenced by an agreement executed by the Company and the
recipient and
shall contain such terms and be in such form as the Committee may
from time to
time approve, subject to the following limitations and
conditions:
(a) Option Price. The purchase price of each option shall not
be
less than 100% of the fair market value of the Company's common
stock at the
time of the granting of the option provided, however, if the
optionee, at the
time the option is granted, owns stock possessing more than 10% of
the total
combined voting power of all classes of stock of the Company, the
purchase price
of the option shall not be less than 110% of the fair market value
of the stock
at the time of the granting of the option.
(b) Period of Option. The maximum period for exercising an
option
shall be 10 years from the date upon which the option is granted,
provided,
however, if the optionee, at the time the option is granted, owns
stock
possessing more than l0% of the total combined voting power of all
classes of
stock of the Company, the maximum period for exercising an option
shall be five
years from the date upon which the option is granted and provided
further,
however, that these periods may be shortened in accordance with the
provisions
of Paragraph 7 below.
Subject to the
foregoing, the period during which each option may be
exercised, and the expiration date of each Option shall be fixed by
the
Committee.
2
<PAGE>
If an optionee
shall cease to be employed by the Company due to
disability, as defined in Section 22(e)(3) of the Code, he may, but
only within
the one year next succeeding such cessation of employment, exercise
his option
to the extent that he was entitled to exercise it on the date of
such cessation.
The Plan will not confer upon any optionee any right with respect
to continuance
of employment by the Company, nor will it interfere in any way with
his right,
or his employer's right, to terminate his employment at any
time.
(c) Vesting of Shareholder Rights. Neither an Optionee nor his
successor shall have any rights as a shareholder of
