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TMCNet:  AETHLON MEDICAL INC FILES (8-K) Disclosing Change in Directors or Principal Officers

[June 12, 2014]

AETHLON MEDICAL INC FILES (8-K) Disclosing Change in Directors or Principal Officers

(Edgar Glimpses Via Acquire Media NewsEdge) ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers Changes in Base Salaries of Executive Officers On June 6, 2014, the Board of Directors (the "Board") of Aethlon Medical, Inc.


("Registrant" or the "Company") approved changes to the base salaries of certain executive officers of the Company. The salary of Mr. James A. Joyce, the Company's Chief Executive Officer, was increased from $330,000 to $350,000 per year, the salary of Mr. Rodney S. Kenley, the Company's President, was increased from $240,000 to $260,000 per year and the salary of Mr. James B. Frakes, the Company's Chief Financial Officer, was increased from $180,000 to $210,000 per year.

Stock Option Grants to Directors and Executive Officers As a part of the Company's ongoing strategy to attract, retain and motivate key employees and other persons who make or may make significant contributions toward the success of the Company, on June 6, 2014, the Board approved the following grants of options to certain officers and directors of the Company: · To Mr. James A. Joyce, an option to acquire an aggregate of 1,500,000 shares of the Company's Common Stock at an exercise price of $0.19 per share, the closing price of the Company's Common Stock on the date of grant. The option vested as to 500,000 shares on the grant date and will vest as to an additional 500,000 shares on each of the first two anniversaries of the grant date. Unless earlier exercised or terminated, the option will expire June 6, 2024.

· To Mr. Rodney S. Kenley, an option to acquire an aggregate of 250,000 shares of the Company's Common Stock at an exercise price of $0.19 per share, the closing price of the Company's Common Stock on the date of grant. The option vested as to 83,333 shares on the grant date and will vest as to an additional 83,333 shares on the first anniversary of the grant date and 83,334 shares on the second anniversary of the grant date. Unless earlier exercised or terminated, the option will expire June 6, 2024.

· To Mr. James B. Frakes, an option to acquire an aggregate of 250,000 shares of the Company's Common Stock at an exercise price of $0.19 per share, the closing price of the Company's Common Stock on the date of grant. The option vested as to 83,333 shares on the grant date and will vest as to an additional 83,333 shares on the first anniversary of the grant date and 83,334 shares on the second anniversary of the grant date. Unless earlier exercised or terminated, the option will expire June 6, 2024.

Changes to 2012 Board Compensation Program In July 2012, the Board approved a Board Compensation Program (the "2012 Program"), which modified and superseded the 2005 Directors Compensation Program that had been in effect previously. On June 6, 2014, the Board approved certain changes to the 2012 Program. Under the modified 2012 Program, in which only non-employee Directors may participate, a new eligible Director will receive an initial grant of $50,000 worth of options to acquire shares of Common Stock, with such grant being valued at the exercise price based on the average of the closing bid prices of the Common Stock for the five trading days preceding the first day of the fiscal year. These options will have a term of ten years and will vest 1/3 upon grant and 1/3 upon each of the first two anniversaries of the date of grant.

At the beginning of each fiscal year, each existing Director eligible to participate in the 2012 Program also will receive a grant of $35,000 worth of options valued at the exercise price based on the average of the closing bid prices of the Common Stock for the five trading days preceding the first day of the fiscal year. Such options will vest on the first anniversary of the date of grant. In lieu of per meeting fees, under the 2012 Program eligible Directors will receive an annual Board retainer fee of $30,000. The modified 2012 Program also provides for the following annual retainer fees: Audit Committee Chair - $5,000, Compensation Committee chair - $5,000, Audit Committee member - $4,000, Compensation Committee member - $4,000 and Lead independent director - $15,000.

All of the foregoing actions - the changes in base salaries, the option grants and the changes to the Directors Compensation Program discussed herein - were approved and recommended by the Company's Compensation Committee prior to approval by the Board.

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