EXHIBIT 4(i)
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CEL-SCI CORPORATION
2009 NON-QUALIFIED STOCK OPTION PLAN
l. Purpose. This
Non-Qualified Stock Option Plan (the "Plan") is
intended 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. Options granted under the Plan are intended to be Options
which do not
meet the requirements of Section 422 of the Internal Revenue Code
of 1954, 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
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 15,000,000. The shares of
Common Stock
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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.
5. Participants.
Options may be granted under the Plan to employees,
directors and officers, and consultants or advisors to the Company
(or the
Company's 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.
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 Option Price per share with respect to
each
Option shall be determined by the Committee but shall in no
instance be less
than the par value of the Common Stock.
(b) Period of Option. The period during which each option may
be
exercised, and the expiration date of each Option shall be fixed by
the
Committee, but, notwithstanding any provision of the Plan to the
contrary, such
expiration date shall not be more than ten years from the date of
Grant.
(c) Vesting of Shareholder Rights. Neither an Optionee nor his
successor shall have any righ
