SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): September 1, 2011
CEL-SCI CORPORATION
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(Exact name of Registrant as specified in its charter)
Colorado 0-11503 84-0916344
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(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
8229 Boone Blvd. #802
Vienna, VA 22182
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(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code: (703) 506-9460
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N/A
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(Former name or former address if changed since last report)
Item 1.01 Entry Into a Material Definitive Agreement
On September 1, 2011 CEL-SCI agreed to extend its employment agreement with
Geert R. Kersten, CEL-SCI's Chief Executive Officer, to August 31, 2016. During
the term of the employment agreement CEL-SCI will pay Mr. Kersten an annual
salary of $464,004.45. Mr. Kersten will receive at least the same salary
increases each year as do other senior executives of CEL-SCI. Increases beyond
those, if any, shall be made at the sole discretion of CEL-SCI's directors.
During the employment term, Mr. Kersten will be entitled to receive any
other benefits which are provided to CEL-SCI's executive officers or other full
time employees in accordance with CEL-SCI's policies and practices and subject
to Mr. Kersten's satisfaction of any applicable condition of eligibility.
If Mr. Kersten resigns within ninety (90) days of the occurrence of any of
the following events: (i) a relocation (or demand for relocation) of Mr.
Kersten's place of employment to a location more than thirty-five (35) miles
from his current place of employment, (ii) a significant and material reduction
in Mr. Kersten's authority, job duties or level of responsibility or (iii) the
imposition of significant and material limitations on the Mr. Kersten's autonomy
in his position, the employment agreement will be terminated.
The employment agreement will also terminate upon the death of Mr. Kersten,
Mr. Kersten's physical or mental disability, willful misconduct, an act of fraud
against CEL-SCI, or a breach of the employment agreement by Mr. Kersten.
If the employment agreement is terminated for any of the foregoing, Mr.
Kersten, or his legal representatives, as the case may be, will be paid the
salary provided by the employment agreement through the date of termination, any
options or bonus shares of CEL-SCI then held by Mr. Kersten will become fully
vested and the expiration date of any options which would expire during the four
year period following his termination of employment will be extended to the date
which is four years after his termination of employment.
In the event there is a change in the control of CEL-SCI, the agreement
allows Mr. Kersten to resign from his position at CEL-SCI and receive a lump-sum
payment from CEL-SCI equal to 24 months salary, based upon his salary then in
effect on the date of his resignation. For purposes of the employment agreement
a change in the control of CEL-SCI means: (1) the merger of CEL-SCI with another
entity if after such merger the shareholders of CEL-SCI do not own at least 50%
of voting capital stock of the surviving corporation; (2) the sale of
substantially all of the assets of CEL-SCI; (3) the acquisition by any person of
more than 50% of CEL-SCI's common stock; or (4) a change in a majority of
CEL-SCI's directors which has not been approved by the incumbent directors.
Mr. Kersten's employment agreement was approved by CEL-SCI's Board of
Directors, the members of which include all members of CEL-SCI's Compensation
Committee.
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Item 9.01 Financial Statements and Exhibits
Exhibit Number Description
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10(bb) Employment Agreement with Geert R. Kersten
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: September 2, 2011
CEL-SCI CORPORATION
By: /s/ Patricia B. Prichep
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Patricia B. Prichep
Senior Vice President of Operations
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CEL-SCI CORPORATION
FORM 8-K
EXHIBITS