EXHIBIT
4.1


 


PHI
GROUP, INC. 2021 EMPLOYEE BENEFIT PLAN


 


SECTION
1. INTRODUCTION


 


1.1
Establishment. Effective as provided in Section 17, PHI Group, Inc., a Wyoming corporation (the “Company”), hereby adopts
this plan of stock-based compensation for selected Eligible Participants of the Company and affiliated corporation. This plan shall be
known as the PHI Group, Inc. 2021 Employee Benefit Plan (the “Plan”).


 


1.2
Purpose. The purpose of this Plan is to promote the best interest of the Company, and its stockholders by providing a means of non-cash
remuneration to selected Eligible Participants.


 


SECTION
2. DEFINITIONS


 


The
following definitions shall be applicable to the terms used in this Plan:


 


2.1
“Affiliated Corporation” means any corporation that is either a parent corporation with respect to the Company or a subsidiary
corporation with respect to the Company (within the meaning of Sections 424(e) and (f), respectively, of the Internal Revenue Code).


 


2.2
“Code” means the Internal Revenue Code of 1986, as it may be amended from time to time.


 


2.3
“Committee” means a committee designated by the Board of Directors to administer this Plan or, if no committee is so designated,
the Board of Directors. Any Committee member who is also an Eligible Participant may receive an Option or Stock Award only if he abstains
from voting in favor of a grant to himself, and the grant is determined and approved by the remaining Committee members. The Board of
Directors, in its sole discretion, may at any time remove any member of the Committee and appoint another Director to fill any vacancy
on the Committee.


 


2.4
“Common Stock” means the Company’s $0.001 par value common stock.


 


2.5
“Company” means PHI Group, Inc., a Wyoming corporation.


 


2.6
“Effective Date” means the effective date of this Plan, as set forth in Section 17 hereof.


 


2.7
“Eligible Participant” means any employee, director, officer, consultant, or advisor of the Company who is determined (in
accordance with the provisions of Section 4 hereof) to be eligible to receive an Option or Stock Award hereunder.


 


2.8
“Option” means the grant to an Eligible Participant of a right to acquire shares of Common Stock.


 


2.9
“Plan” means this PHI Group, Inc. 2021 Employee Benefit Plan dated September 9, 2021.


 


2.10
“Stock Award” means the grant to an Eligible Participant of shares of Common Stock issuable directly under this Plan rather
than upon exercise of an Option. Wherever appropriate, words used in this Plan in the singular may mean the plural, the plural may mean
the singular, and the masculine may mean the feminine.


 


SECTION
3. ADOPTION AND ADMINISTRATION OF THIS PLAN


 


Upon
adoption by the Company’s Board of Directors, this Plan became effective as of September 9, 2021. In the absence of contrary action
by the Board of Directors, and except for action taken by the Committee pursuant to Section 4 in connection with the determination of
Eligible Participants, any action taken by the Committee or by the Board of Directors with respect to the implementation, interpretation
or administration of this Plan shall be final, conclusive and binding.


 




    	 



    	 



    

 


SECTION
4. ELIGIBILITY AND AWARDS


 


The
Committee shall determine at any time and from time to time after the effective date of this Plan:


 


(i)
the Eligible Participants;


 


(ii)
the number of shares of Common Stock issuable directly or to be granted pursuant to an Option;


 


(iii)
the price per share at which each Option may be exercised, in cash or cancellation of fees for services for which the Company is liable,
if applicable, or the value per share if a direct issue of stock pursuant to a Stock Award; and (iv) the terms on which each Option may
be granted. Such determination, as may from time to time be amended or altered at the sole discretion of the Committee. Notwithstanding
the provisions of Section 3 hereof, no such determination by the Committee shall be final, conclusive and binding upon the Company unless
and until the Board of Directors has approved the same; provided, however, that if the Committee is composed of a majority of the persons
then comprising the Board of Directors of the Company, such approval by the Board of Directors shall not be necessary.


 


SECTION
5. GRANT OF OPTION OR STOCK AWARD


 


Subject
to the terms and provisions of this Plan, the terms and conditions under which an Option or Stock Award may be granted to an Eligible
Participant shall be set forth in a written agreement (i.e., a Consulting Agreement, Services Agreement, Fee Agreement, or Employment
Agreement) or, if an Option, a written Grant of Option. (The form shall be determined by the Committee, in its sole discretion, or may
be determined by the Board of Directors)


 


SECTION
6. TOTAL NUMBER OF SHARES OF COMMON STOCK


 


The
total number of shares of Common Stock reserved for issuance by the Company either directly as Stock Awards or underlying Options granted
under this Plan shall not be more than 2,600,000,000, approved by the Board of Directors on September 9, 2021. The total number of shares
of Common Stock reserved for such issuance may be increased only by a resolution adopted by the Board of Directors and amendment of this
Plan. Such Common Stock may be authorized and unissued or reacquired Common Stock of the Company.


 


SECTION
7. PURCHASE OF SHARES OF COMMON STOCK


 


7.1
As soon as practicable after the determination by the Committee and approval by the Board of Directors (if necessary, pursuant to Section
4 hereof) of the Eligible Participants and the number of shares an Eligible Participant may be issued directly as a Stock Award or eligible
to purchase pursuant to an Option, the Committee shall give written notice thereof to each Eligible Participant, which notice may be
accompanied by the Grant of Option, if appropriate, to be executed by such Eligible Participant.


 


7.2
The negotiated cost basis of stock issued directly as a Stock Award or the exercise price for each Option to purchase shares of Common
Stock pursuant to paragraph 7.1 shall be as determined by the Committee, it being understood that the price so determined by the Committee
may vary from one Eligible Participant to another. In computing the negotiated direct issue price as a Stock Award or the Option exercise
price per share of Common Stock, the Committee shall take into consideration, among other factors, the restrictions set forth in Section
11 hereof.


 


SECTION
8. TERMS AND CONDITIONS OF OPTIONS


 


The
Committee shall determine the terms and conditions of each Option granted to Eligible Participants, which terms shall be set forth in
writing. The terms and conditions so set by the Committee may vary from one Eligible Participant to another. In the event that all the
Committee approves an Option permitting deferred payments, the Eligible Participant’s obligation to pay for such Common Stock may
be evidenced by a promissory note executed by such Eligible Participant and containing such modifications thereto and such other provisions
as the Committee, in its sole discretion, may determine.


 




    	 



    	 



    

 


SECTION
9. DELIVERY OF SHARES OF COMMON STOCK UPON EXERCISE OF OPTION


 


The
Company shall deliver to each Eligible Participant such number of shares of Common Stock as such Eligible Participant is entitled to
receive pursuant to a Stock Award or elects to purchase upon exercise of the Option. Such shares, which shall be fully paid and non-assessable
upon the issuance thereof (unless a portion or all of the purchase price shall be paid on a deferred basis) shall be represented by a
certificate or certificates registered in the name of the Eligible Participant and stamped with an appropriate legend referring to the
restrictions thereon, if any. Subject to the terms and provisions of the Wyoming Statutes and the written agreement to which he is a
party, an Eligible Participant shall have all the rights of a stockholder with respect to such shares, including the right to vote the
shares and to receive all dividends or other distributions paid or made with respect thereto (except to the extent such Eligible Participant
defaults under a promissory note, if any, evidencing the deferred purchase price for such shares), provided that such shares shall be
subject to the restrictions hereinafter set forth. In the event of a merger or consolidation to which the Company is a party, or of any
other acquisition of a majority of the issued and outstanding shares of Common Stock of the Company involving an exchange or a substitution
of stock of an acquiring corporation for Common Stock of the Company, or of any transfer of all or substantially all of the assets of
the Company in exchange for stock of an acquiring corporation, a determination as to whether the stock of the acquiring corporation so
received shall be subject to the restrictions set forth in Section 11 shall be made solely by the acquiring corporation.


 


SECTION
10. RIGHTS OF EMPLOYEES; ELIGIBLE PARTICIPANTS


 


10.1
Employment. Nothing contained in this Plan or in any Option or Stock Award granted under this Plan shall confer upon any Eligible Participant
any right with respect to the continuation of his or her employment by the Company or any Affiliated Corporation, or interfere in any
way with the right of the Company or any Affiliated Corporation, subject to the terms of any separate employment agreement to the contrary,
at any time to terminate such employment or to increase or decrease the compensation of the Eligible Participant from the rate in existence
at the time of the grant of an Option or Stock Award. Whether an authorized leave of absence shall constitute termination of employment
shall be determined by the Committee at the time.


 


10.2
Non-transferability. No right or interest of any Eligible Participant in an Option or Stock Award shall be assignable or transferable
during the lifetime of the Eligible Participant, either voluntarily or involuntarily, or subjected to any lien, directly or indirectly,
by operation of law, or otherwise, including execution, levy, garnishment, attachment, pledge or bankruptcy. However, the Board of Directors
may, in its sole discretion, permit transfers to family members if and to the extent such transfers are permissible under applicable
securities laws. In the event of an Eligible Participant’s death, an Eligible Participant’s rights and interest in an Option
or Stock Award shall be transferable by testamentary will or the laws of descent and distribution, and delivery of any shares of Common
Stock due under this Plan shall be made to, and exercise of any Options may be made by, the Eligible Participant’s legal representatives,
heirs or legatees. If in the opinion of the Committee a person entitled to payments or to exercise rights with respect to this Plan is
unable to care for his or her affairs because of mental condition, physical condition, or age, payment due such person may be made to,
and such rights shall be exercised by, such person’s guardian, conservator or other legal personal representative upon furnishing
the Committee with evidence satisfactory to the Committee of such status.


 


SECTION
11. GENERAL RESTRICTIONS


 


11.1
Representations. Eligible Participants to whom an Option or Stock Award is granted shall represent to the Company and agree, that as
a condition of exercising such Option, or receiving such Stock Award, in substance and form satisfactory to the Company and its counsel
that such person is acquiring the Common Stock subject to the Option or Stock Award for his or her own account for investment and not
with any present intention of selling or otherwise distributing the same, other than pursuant to an effective registration statement
under the Securities Act, and to such other effects as the Company deems necessary or appropriate in order to comply with federal and
applicable state securities laws.


 


Shares
shall not be issued under the Plan unless the issuance and delivery of such shares complies with (or is exempt from) all applicable requirements
of law, including (without limitation) the Securities Act, the rules and regulations promulgated thereunder, state securities laws and
regulations, and the regulations of any stock exchange on which the Company’s securities may then be listed, and the Company has
obtained the approval of or a favorable ruling from any governmental agency that the Company determines to be necessary or advisable.


 




    	 



    	 



    

 


11.2
Restrictions on Transfer of Common Stock. The shares of Common Stock issuable directly as a Stock Award or upon exercise of an Option
may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement or pursuant to an exemption
from registration, the availability of which is to be established to the satisfaction of the Company, and any certificates representing
shares of Common Stock will bear a legend to that effect. However, the Company may, in the sole discretion of the Board of Directors,
register under the Securities Act some or all of the shares of Common Stock reserved for issuance under this Plan. Special resale restrictions
may, however, continue to apply to officers, directors, control shareholders and affiliates of the Company and such persons will be required
to obtain an opinion of counsel as regards their ability to resell shares received pursuant to this Plan.


 


11.3
Compliance with Securities Laws. Each Option or Stock Award shall be subject to the requirement that if at any time counsel to the Company
shall determine that the listing, registration or qualification of the shares of Common Stock subject to such Option or Stock Award upon
any securities exchange or under any state or federal law, or the consent or approval of any governmental or regulatory body, is necessary
as a condition of, or in connection with, the issuance or purchase of shares thereunder, such Option or Stock Award may not be accepted
or exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained
on conditions acceptable to the Committee. Nothing herein shall be deemed to require the Company to apply for or to obtain such listing,
registration or qualification.


 


11.4
Changes in Accounting Rules. Notwithstanding any other provision of this Plan to the contrary, if, during the term of this Plan, any
changes in the financial or tax accounting rules applicable to Options or Stock Awards shall occur that, in the sole judgment of the
Committee, may have a material adverse effect on the reported earnings, assets or liabilities of the Company, the Committee shall have
the right and power to modify as necessary, or cancel, any then outstanding and unexercised Options.


 


SECTION
12. COMPLIANCE WITH TAX REQUIREMENTS


 


Each
Eligible Participant shall be liable for payment of all applicable federal, state and local income taxes incurred as a result of the
receipt of a Stock Award or an Option, the exercise of an Option, and the sale of any shares of Common Stock received pursuant to a Stock
Award or upon exercise of an Option. The Company may be required, pursuant to applicable tax regulations, to withhold taxes for an Eligible
Participant, in which case the Company’s obligations to deliver shares of Common Stock upon the exercise of any Option granted
under this Plan or pursuant to any Stock Award, shall be subject to the Eligible Participant’s satisfaction of all applicable federal,
state and local income and other income tax withholding requirements.


 


SECTION
13. PLAN BINDING UPON ASSIGNS OR TRANSFEREES


 


In
the event that, at any time or from time to time, any Option or Stock Award is assigned or transferred to any party (other than the Company)
pursuant to the provisions of Section 10.2 hereof, such party shall take such Option or Stock Award pursuant to all provisions and conditions
of this Plan, and, as a condition precedent to the transfer of such interest, such party shall agree (for and on behalf of himself or
itself, his or its legal representatives and his or its transferees and assigns) in writing to be bound by all provisions of this Plan.


 


SECTION
14. COSTS AND EXPENSES


 


All
costs and expenses with respect to the adoption, implementation, interpretation and administration of this Plan shall be borne by the
Company.


 


SECTION
15. CHANGES IN CAPITAL STRUCTURE OF THE COMPANY


 


Appropriate
adjustments shall be made to the number of shares of Common Stock issuable pursuant to an incomplete or pending Stock Award that has
not yet been delivered or upon exercise of any Options and the exercise price thereof in the event of: (i) a subdivision or combination
of any of the shares of capital stock of the Company; (ii) a dividend payable in shares of capital stock of the Company; (iii) a reclassification
of any shares of capital stock of the Company; or (iv) any other change in the capital structure of the Company.


 




    	 



    	 



    

 


SECTION
16. PLAN AMENDMENT, MODIFICATION AND TERMINATION


 


The
Board, upon recommendation of the Committee or at its own initiative, at any time may terminate and at any time and from time to time
and in any respect, may amend or modify this Plan, including:


 


(a)
Increase the total amount of Common Stock that may be awarded under this Plan, except as provided in Section 15 of this Plan;


 


(b)
Change the classes of persons from which Eligible Participants may be selected or materially modify the requirements as to eligibility
for participation in this Plan;


 


(c)
Increase the benefits accruing to Eligible Participants; or


 


(d)
Extend the duration of this Plan.


 


Any
Option or other Stock Award granted to a Eligible Participant prior to the date this Plan is amended, modified or terminated will remain
in effect according to its terms unless otherwise agreed upon by the Eligible Participant; provided, however, that this sentence shall
not impair the right of the Committee to take whatever action it deems appropriate under Section 11 or Section 15. The termination or
any modification or amendment of this Plan shall not, without the consent of Eligible Participant, affect his rights under an Option
or other Stock Award previously granted to him.


 


SECTION
17. EFFECTIVE DATE OF THIS PLAN


 


17.1
Effective Date. This Plan is effective as of September 9, 2021, the date it was adopted by the Board of Directors of the Company.


 


17.2
Duration of this Plan. This Plan shall terminate at midnight on September 8, 2026, which is the day before the fifth anniversary of the
Effective Date, and may be extended thereafter or terminated prior thereto by action of the Board of Directors; and no Option or Stock
Award shall be granted after such termination. Options and Stock Awards outstanding at the time of this Plan termination may continue
to be exercised, or become free of restrictions, in accordance with their terms.


 


SECTION
18. BURDEN AND BENEFIT


 


The
terms and provisions of this Plan shall be binding upon, and shall inure to the benefit of, each Eligible Participant, his executives
or administrators, heirs, and personal and legal representatives.


 


Approved
by the Board of Directors of PHI Group, Inc. on September 9, 2021.


 


Dated:
September 9, 2021


 


	/s/
    Tam T. Bui	 
	Tam
    T. Bui, Director	 
	 	 
	/s/
    Henry D. Fahman	 
	Henry
    D. Fahman, Director	 
	 	 
	/s/
    Frank Hawkins	 
	Frank
    Hawkins, Director