EXHIBIT 10(d)
AMENDMENT TO
EMPLOYMENT AGREEMENT
In consideration of Maximilian de Clara's service to CEL-SCI Corporation
(the "Company") as an executive officer for over twenty-three years, including
serving for well over ten years without salary, loaning his personal funds to
the Company to allow the Company to operate, and in recognition of the fact that
the Company wants to continue to retain his valuable and essential services at
least until the Company is well into its Phase III studies, the parties hereto
agree as follows:
1. The Employment Agreement between the Company and Mr. de Xxxxx is
extended to April 30, 2010.
2. On:
September 8, 2006
March 8, 2007
September 8, 2007
March 8, 2008
September 8, 2008
March 8, 2009
3. Each date above being a "Payment Date", the Company will issue Mr. de
Xxxxx shares of its common stock equal in number to the amount determined by
dividing $200,000 by the average closing price of the Company's common stock for
the twenty trading days preceding the Payment Date.
4. Should Mr. de Clara's employment with the Company end for any reason,
other than Mr. de Xxxxx taking an executive position at a competing
biopharmaceutical company, the date his employment terminates will be considered
a Final Payment Date and within 10 days of the Final Payment Date the Company
will issue Mr. de Xxxxx shares of its common stock equal in number to the amount
determined by dividing:
(i) $200,000 multiplied by the number of Payment Dates listed in Section 2
which are subsequent to the Final Payment Date;
(ii) by the average closing price of the Company's common stock for the
twenty trading days preceding the Final Payment Date.
5. The shares to be issued to Mr. de Xxxxx will be issued pursuant to the
Company's Stock Bonus Plan. Notwithstanding the foregoing Mr. de Xxxxx agrees
that he may not sell any shares he receives pursuant to this Amendment in the
public market for a period of three years after the date the shares were issued.
Dated: September 8, 2006 CEL-SCI CORPORATION
By /s/ Geert X. Xxxxxxx
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Geert X. Xxxxxxx, Chief Executive Officer
/s/ Maximilian de Xxxxx
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Maximilian de Xxxxx
