Blueprint





 







EXHIBIT 4(c)


 






 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 





 




 








 







CEL-SCI CORPORATION



2018 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 400,000 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 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.






 


 




 

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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 and do not
directly or indirectly promote or maintain a market for the
Company’s securities.






 


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 pursuant to the Plan and
if, in the opinion of counsel (who shall be satisfactory to the
Committee), such transfer shall at such time be in compliance with
applicable securities laws.






 



B.          

To effectuate
Paragraph A above, the Recipient shall deliver to the Committee, in
duplicate, an agreement in writing, signed by the Recipient, in
form and substance as set forth in Exhibit B hereto annexed, and
the Committee shall forthwith acknowledge its receipt
thereof.






 


 


 




 

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8.          Restrictions
Upon Issuance.


 



A.           

Bonus Shares shall
forthwith after the making of any representations required by
Section 6 hereof, or if no representations are required then within
thirty (30) days of the date of grant, be duly issued and
transferred and a certificate or certificates for such shares shall
be issued in the Recipient's name. The Recipient shall thereupon be
a shareholder with respect to all the shares represented by such
certificate or certificates, shall have all the rights of a
shareholder with respect to all such shares, including the right to
vote such shares and to receive all dividends and other
distributions (subject to the provisions of Section 7(B) hereof)
paid with respect to such shares, except that any Bonus Shares
issued pursuant to the Plan will not be entitled to any dividends
until any vesting requirements established by the Board when the
shares were issued have been satisfied. Certificates of stock
representing Bonus Shares shall be imprinted with a legend to the
effect that the shares represented thereby are subject to the
provisions of this Agreement, and to the vesting and transfer
limitations established by the Committee, and each transfer agent
for the common stock shall be instructed to like effect with
respect of such shares.






 



B.          

In the event 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, the number of Bonus Shares available for issuance
pursuant to this Plan will be proportionately adjusted by the
Committee, whose determination in this regard will be final. In the
event that, as the 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, the Recipient shall,
as owner of the Bonus Shares subject to restrictions hereunder, be
entitled to new or additional or different shares of stock or
securities, the certificate or certificates for, or other evidences
of, such new or additional or different shares or securities,
together with a stock power or other instrument of transfer
appropriately endorsed, shall also be imprinted with a legend as
provided in Section 7(A), and all provisions of the Plan relating
to restrictions herein set forth shall thereupon be applicable to
such new or additional or different shares or securities to the
extent applicable to the shares with respect to which they were
distributed.






 



C.          

The grant of any
Bonus Shares shall be subject to the condition that if at any time
the Company shall determine in its discretion that the satisfaction
of withholding tax or other withholding liabilities, or that the
listing, registration, or qualification of any Bonus Shares upon
such exercise upon any securities exchange or under any state or
federal law, or that the consent or approval of any regulatory
body, is necessary or desirable as a condition of, or in connection
with, the issuance of any Bonus Shares, then in any such event,
such exercise shall not be effective unless such withholding,
listing, registration, qualification, consent, or approval shall
have been effected or obtained free of any conditions not
acceptable to the Company.






 


 




 

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D.          

Unless the Bonus
Shares covered by the Plan have been registered with the Securities
and Exchange Commission pursuant to Section 5 of the Securities Act
of l933, each Recipient shall, by accepting a Bonus Share,
represent and agree, for himself and his transferees by will or the
laws of descent and distribution, that all Bonus Shares were
acquired for investment and not for resale or distribution. The
person entitled to receive Bonus Shares shall, upon request of the
Committee, furnish evidence satisfactory to the Committee
(including a written and signed representation) to the effect that
the shares of stock are being acquired in good faith for investment
and not for resale or distribution. Furthermore, the Committee may,
if it deems appropriate, affix a legend to certificates
representing Bonus Shares indicating that such Bonus Shares have
not been registered with the Securities and Exchange Commission and
may so notify the Company's transfer agent. Such shares may be
disposed of by a Recipient in the following manner only: (l)
pursuant to an effective registration statement covering such
resale or reoffer, (2) pursuant to an applicable exemption from
registration as indicated in a written opinion of counsel
acceptable to the Company, or (3) in a transaction that meets all
the requirements of Rule l44 of the Securities and Exchange
Commission. If Bonus Shares covered by the Plan have been
registered with the Securities and Exchange Commission, no such
restrictions on resale shall apply, except in the case of
Recipients who are directors, officers, or principal shareholders
of the Company. Such persons may dispose of shares only by one of
the three aforesaid methods.






 



9.          

Limitations.
Neither the action of the Company in establishing the Plan, nor any
action taken by it nor by the Committee under the Plan, nor any
provision of the Plan, shall be construed as giving to any person
the right to be retained in the employ of the Company.






 


Every
right of action by any person receiving shares of common stock
pursuant to this Plan against any past, present or future member of
the Board, or any officer or employee of the Company arising out of
or in connection with this Plan shall, irrespective of the place
where action may be brought and irrespective of the place of
residence of any such director, officer or employee cease and be
barred by the expiration of one year from the date of the act or
omission in respect of which such right of action
arises.


 



10.          

Amendment,
Suspension or Termination of the Plan. The Board of
Directors may alter, suspend, or discontinue the Plan at any
time.






 


Unless
the Plan shall theretofore have been terminated by the Board, the
Plan shall terminate ten years after the adoption of the Plan. No
Bonus Share may be granted during any suspension or after the
termination of the Plan. No amendment, suspension, or termination
of the Plan shall, without a recipient's consent, alter or impair
any of the rights or obligations under any Bonus Share theretofore
granted to such recipient under the Plan.


 



11.          

Governing
Law. The Plan shall be governed by the laws of the State of
Colorado.






 



12.          

Expenses of
Administration. All costs and expenses incurred in the
operation and administration of this Plan shall be borne by the
Company.






 




 

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-
EXHIBIT A -


 




●

CEL-SCI
CORPORATION








●

STOCK BONUS
PLAN






 


TO:
Recipient:


 


PLEASE
BE ADVISED that CEL-SCI Corporation has on the date hereof granted
to the Recipient the number of Bonus Shares as set forth under and
pursuant to the Stock Bonus Plan. Before these shares are to be
issued, the Recipient must deliver to the Committee that
administers the Stock Bonus Plan an agreement in duplicate, in the
form as Exhibit B hereto. The Bonus Shares are issued subject to
the following vesting and transfer limitations.


 

Vesting:

 




Number of
Shares                                                                           


Date of Vesting





 

 

 

Transfer
Limitations:

 

 

 

CEL-SCI
CORPORATION

 

 




                                                              

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Date

 


 




 








 





 

-
EXHIBIT B -


 


 


CEL-SCI
Corporation


8229
Boone Blvd. #802


Vienna,
VA 22182


 


 


I
represent and agree that said Bonus Shares are being acquired by me
for investment and that I have no present intention to transfer,
sell or otherwise dispose of such shares, except as permitted
pursuant to the Plan and in compliance with applicable securities
laws, and agree further that said shares are being acquired by me
in accordance with and subject to the terms, provisions and
conditions of said Plan, to all of which I hereby expressly assent.
These agreements shall bind and inure to the benefit of my heirs,
legal representatives, successors and assigns.


 

My address of
record is:

 

 

and my social
security number: .

 

Very truly
yours,

 

 

 

 

Receipt of the
above is hereby acknowledged.

 

CEL-SCI
CORPORATION

 

 

 




                                                                                                    

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