Summary of CEL SCI CORP - Yahoo! Finance

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain

          Officers



On December 18, 2012 the Company's directors approved the issuance of options to
the Company's officers and directors. All options are exercisable at a price of
$0.28 per share. Other information concerning the options follows:

                              Shares
                             Issuable
                               Upon
                            Exercise of       Type of
Name of Officer/Director      Options         Options          Vesting Schedule (1)


                                           Non-qualified     Equally and annually over
Maximilian de Clara           1,000,000     stock option     5 years


                                           Non-qualified     Equally and annually over
Geert R. Kersten              2,300,000     stock option     5 years

                                             Incentive
Geert R. Kersten              2,700,000     stock option     As shown below

                                             Incentive
Eyal Talor, Ph.D.             1,500,000     stock option     As shown below

                                             Incentive
Patricia B. Prichep           1,500,000     stock option     As shown below


                                           Non-qualified     Equally and annually over
Dr. C. Richard Kinsolving       500,000     stock option     5 years


                                           Non-qualified     Equally and annually over
Dr. Peter R. Young              500,000     stock option     5 years


                                           Non-qualified     Equally and annually over
Alexander G. Esterhazy          500,000     stock option     5 years

Vesting Schedule:

                                     Options       Date Options are
               Name                  Exercisable   First Exercisable

               Geert R. Kersten      110,770       12-18-13
                                     110,770       12-18-14
                                     354,090       12-18-15
                                     354,085       12-18-16
                                     354,085       12-18-17
                                     354,085       12-18-18
                                     354,085       12-18-19
                                     354,085       12-18-20
                                     354,085       12-18-21

               Eyal Talor, Ph.D.     233,900       12-18-13
                                     233,900       12-18-14
                                     344,067       12-18-15
                                     344,067       12-18-16
                                     344,066       12-18-17

               Patricia B. Prichep   233,900       12-18-13
                                     233,900       12-18-14
                                     344,067       12-18-15
                                     344,067       12-18-16
                                     344,066       12-18-17

(1) Any options which are not then exercisable will automatically terminate 90 days after the date the option holder voluntarily resigns as an officer, director or employee or in the event the option holder is terminated for cause. For purposes of these options, cause is defined as (i) the failure by the option holder to substantially perform his duties and obligations owed to the Corporation (other than any failure resulting from incapacity due to physical or mental illness); (ii) engaging in misconduct or a breach of fiduciary duty which is, or potentially is, materially injurious to the Corporation; (iii) the commission of a crime which is, or potentially is, materially injurious to the Corporation.