Blueprint





 







EXHIBIT 4(b)


 



CEL-SCI CORPORATION



2016 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 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 1,500,000. 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.


 


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.


 



 

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(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. An Option shall not be exercisable in whole or in part
prior to the date of shareholder approval of the Plan.


 


Options
may be exercised in part from time to time during the option
period. The exercise of any option will be contingent upon
compliance by the Optionee (or purchaser acting pursuant to Section
6(b)) with the provisions of Section 10 below and upon receipt by
the Company of either (i) cash or certified bank check payable to
its order in the amount of the purchase price of such shares (ii)
shares of Company stock having a fair market value equal to the
purchase price of such shares, or (iii) a combination of (i) and
(ii). If any law or regulation requires the Company to take any
action with respect to the shares to be issued upon exercise of any
option, then the date for delivery of such stock shall be extended
for the period necessary to take such action.


 


(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 while
in the employ of the Company, the option theretofore granted to him
shall be exercisable only within the three months succeeding such
death and then 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 to
the extent that he was entitled to exercise the option at the date
of his death.


 


7.          Assumed
Options. In connection with any transaction to which Section
424(a) of the Code is applicable, options may be granted pursuant
hereto in substitution of existing options or existing options may
be assumed as prescribed by that Section and any regulations issued
thereunder. Notwithstanding anything to the contrary contained in
this Plan, options granted pursuant to this Paragraph shall be at
prices and shall contain such terms, provisions, and conditions as
may be determined by the Committee and shall include such
provisions and conditions as may be necessary to meet the
requirements of Section 424(a) of the Code.


 



 

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8.          Certain
Dispositions of Shares. Any options granted pursuant to this
Plan shall be conditioned such that if, within the earlier of (i)
the two-year period beginning on the date of grant of an option or
(ii) the one-year period beginning on the date after which any
share of stock is transferred to an individual pursuant to his
exercise of an option, such an individual makes a disposition of
such share of stock by way of sale, exchange, gift, transfer of
legal title, or otherwise, such individual shall promptly report
such disposition to the Company in writing and shall furnish to the
Company such details concerning such disposition as the Company may
reasonably request.


 


9.          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.


 


10.          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 transferees 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 its 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.


 



 

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11.          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.


 


l2.          Amendment,
Suspension, and Termination of Plan. The Board of Directors
may alter, suspend, or discontinue the Plan, but may not, without
the approval of a majority of those holders of the Company's Common
Stock voting in person or by proxy at any meeting of the Company's
shareholders, make any alteration or amendment thereof which
operates to (a) make any material change in the class of eligible
employees as defined in Section 5, (b) extend the term of the Plan
or the maximum option periods provided in paragraph 6, (c) decrease
the minimum option price provided in paragraph 6, except as
provided in paragraph 9, or (d) materially increase the benefits
accruing to employees participating under this Plan.


 


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.


 


13.          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.


 


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


 


l5.          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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