Blueprint





 







EXHIBIT 4(c)


 



CEL-SCI CORPORATION



2016 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.


 



 

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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 2,000,000. 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.


 


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.


 


(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 rights as a shareholder of the Company until the
certificates evidencing the shares purchased are properly delivered
to such Optionee or his successor.


 


(d)          Exercise
of Option. Each Option shall be exercisable from time to
time during a period (or periods) determined by the Committee and
ending upon the expiration or termination of the Option; provided,
however, the Committee may, by the provisions of any Option
Agreement, limit the number of shares purchaseable thereunder in
any period or periods of time during which the Option is
exercisable.


 


(e)          Nontransferability
of Option. No Option shall be transferable or assignable by
an Optionee, otherwise than by will or the laws of descent and
distribution and each Option shall be exercisable, during the
Optionee's lifetime, only by him. No Option shall be pledged or
hypothecated in any way and no Option shall be subject to
execution, attachment, or similar process except with the express
consent of the Committee.


 


(f)          Death
of Optionee. In the event of the death of an Optionee, an
option theretofore granted to the Optionee shall be exercisable
only (i) by the person or persons to whom the Optionee’s
rights under the option shall pass by the Optionee’s will or
by the laws of descent and distribution; and (ii) if and only to
the extent that the Optionee was entitled to exercise the option at
the date of death.


 



 

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7.          Reclassification,
Consolidation, or Merger. If and to the extent that the
number of issued shares of Common Stock of the Corporation shall be
increased or reduced by change in par value, split up,
reclassification, distribution of a dividend payable in stock, or
the like, the number of shares subject to Option and the Option
price per share shall be proportionately adjusted by the Committee,
whose determination shall be conclusive. If the Corporation is
reorganized or consolidated or merged with another corporation, an
Optionee granted an Option hereunder shall be entitled to receive
Options covering shares of such reorganized, consolidated, or
merged company in the same proportion, at an equivalent price, and
subject to the same conditions. The new Option or assumption of the
old Option shall not give Optionee additional benefits which he did
not have under the old Option, or deprive him of benefits which he
had under the old Option.


 


8.          Restrictions
on Issuing Shares. The exercise of each Option 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 shares otherwise deliverable
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, such exercise or the delivery or purchase of shares purchased
thereto, 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.


 


Unless
the shares of stock covered by the Plan have been registered with
the Securities and Exchange Commission pursuant to Section 5 of the
Securities Act of l933, each optionee shall, by accepting an
option, represent and agree, for himself and his transferrees by
will or the laws of descent and distribution, that all shares of
stock purchased upon the exercise of the option will be acquired
for investment and not for resale or distribution. Upon such
exercise of any portion of an option, the person entitled to
exercise the same shall, upon request of the Company, furnish
evidence satisfactory to the Company (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 Company may, if it deems
appropriate, affix a legend to certificates representing shares of
stock purchased upon exercise of options indicating that such
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 an optionee 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 shares of stock 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 optionees
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.          Use
of Proceeds. The proceeds received by the Company from the
sale of Common Stock pursuant to the exercise of Options granted
under the Plan shall be added to the Company's general funds and
used for general corporate purposes.


 



 

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10.          Amendment,
Suspension, and Termination of 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
Option may be granted during any suspension or after the
termination of the Plan. No amendment, suspension, or termination
of the Plan shall, without an Optionee's consent, alter or impair
any of the rights or obligations under any Option theretofore
granted to such Optionee under the Plan.


 


11.          Limitations.
Every right of action by any person receiving options 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
such 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.


 


l2.          Governing
Law. The Plan shall be governed by the laws of the State of
Colorado.


 


13.          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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