Exhibit 4.1


 


SUNSTOCK, INC.


EMPLOYEES, OFFICERS, DIRECTORS, AND CONSULTANTS
STOCK PLAN FOR THE YEAR 2016


 


1. Introduction.
This Plan shall be known as the “Sunstock, Inc. Employees, Officers, Directors, and Consultants Stock Plan for the Year
2016” and is hereinafter referred to as the “Plan.” The purposes of this Plan are to enable Sunstock, Inc.,
a Delaware corporation (the “Company”), to promote the interests of the Company and its stockholders by attracting
and retaining Employees, Directors, and Consultants capable of furthering the future success of the Company and by aligning their
economic interests more closely with those of the Company’s stockholders, by paying their retainer or fees in the form of
shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”).


 


2. Definitions.
The following terms shall have the meanings set forth below:


 


“Board” means
the Board of Directors of the Company.


 


“Change of Control”
has the meaning set forth in Paragraph 12(d) hereof.


 


“Code” means
the Internal Revenue Code of 1986, as amended, and the rules and regulations thereunder. References to any provision of the Code
or rule or regulation thereunder shall be deemed to include any amended or successor provision, rule or regulation.


 


“Committee”
means the committee that administers this Plan, as more fully defined in Paragraph 13 hereof.


 


“Common Stock”
has the meaning set forth in Paragraph 1 hereof.


 


“Company”
has the meaning set forth in Paragraph 1 hereof.


 


“Consultants”
means the Company’s consultants and advisors only if: (i) they are natural persons; (ii) they provide bona fide services
to the Company; and (iii) the services are not in connection with the offer or sale of securities in a capital-raising transaction,
and do not directly or indirectly promote or maintain a market for the Company’s securities.


 


“Deferral Election”
has the meaning set forth in Paragraph 6 hereof.


 


“Deferred Stock
Account” means a bookkeeping account maintained by the Company for a Participant representing the Participant’s interest
in the shares credited to such Deferred Stock Account pursuant to Paragraph 7 hereof.


 


“Delivery Date”
has the meaning set forth in Paragraph 6 hereof.


 


“Director”
means an individual who is a member of the Board of Directors of the Company.


 


“Dividend Equivalent”
for a given dividend or other distribution means a number of shares of the Common Stock having a Fair Market Value, as of the
record date for such dividend or distribution, equal to the amount of cash, plus the Fair Market Value on the date of distribution
of any property, that is distributed with respect to one share of the Common Stock pursuant to such dividend or distribution;
such Fair Market Value to be determined by the Committee in good faith.


 


“Effective Date”
has the meaning set forth in Paragraph 3 hereof.


 


“Employee”
means any officer or employee of the Company.


 


“Exchange Act”
has the meaning set forth in Paragraph 12(d) hereof.


 



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“Fair Market Value”
means the mean between the highest and lowest reported sales prices of the Common Stock on the New York Stock Exchange Composite
Tape or, if not listed on such exchange, on any other national securities exchange on which the Common Stock is listed or on The
Nasdaq Stock Market, or, if not so listed on any other national securities exchange or The Nasdaq Stock Market, then the average
of the bid price of the Common Stock during the last five trading days on the OTC Bulletin Board or the OTC Markets Group Inc.
immediately preceding the last trading day prior to the date with respect to which the Fair Market Value is to be determined.
If the Common Stock is not then publicly traded, then the Fair Market Value of the Common Stock shall be the book value of the
Company per share as determined on the last day of March, June, September, or December in any year closest to the date when the
determination is to be made. For the purpose of determining book value hereunder, book value shall be determined by adding as
of the applicable date called for herein the capital, surplus, and undivided profits of the Company, and after having deducted
any reserves theretofore established; the sum of these items shall be divided by the number of shares of the Common Stock outstanding
as of said date, and the quotient thus obtained shall represent the book value of each share of the Common Stock of the Company.


 


“Participant”
has the meaning set forth in Paragraph 4 hereof.


 


“Payment Time”
means the time when a Stock Award is payable to a Participant pursuant to Paragraph 5 hereof (without regard to the effect of
any Deferral Election).


 


“Stock Award”
has the meaning set forth in Paragraph 5 hereof.


 


“Third Anniversary”
has the meaning set forth in Paragraph 6 hereof.


 


3. Effective Date of
the Plan. This Plan was adopted by the Board effective August 31, 2016 (the “Effective Date”).


 


4. Eligibility.
Each individual who is an Employee, Director, or Consultant on the Effective Date and each individual who becomes an Employee,
Director, or Consultant thereafter during the term of this Plan shall be a participant (the “Participant”) in this
Plan, in each case during such period as such individual remains an Employee, Director, or Consultant of the Company or any of
its subsidiaries. Each credit of shares of the Common Stock pursuant to this Plan shall be evidenced by a written agreement duly
executed and delivered by or on behalf of the Company and a Participant, if such an agreement is required by the Company to assure
compliance with all applicable laws and regulations.


 


5. Grants of Shares.
Commencing on the Effective Date, the amount of compensation or bonus for service to the Participants shall be payable in shares
of the Common Stock (the “Stock Award”) pursuant to this Plan. The deemed issuance price of shares of the Common Stock
subject to each Stock Award shall not be less than 85 percent of the Fair Market Value of the Common Stock on the date of the
grant. In the case of any person who owns securities possessing more than ten percent of the combined voting power of all classes
of securities of the issuer or its parent or subsidiaries possessing voting power, the deemed issuance price of shares of the
Common Stock subject to each Stock Award shall be at least 100 percent of the Fair Market Value of the Common Stock on the date
of the grant.


 


6. Deferral Option.
From and after the Effective Date, a Participant may make an election (a “Deferral Election”) on an annual basis to
defer delivery of the Stock Award specifying which one of the following ways the Stock Award is to be delivered (a) on the date
which is three years after the Effective Date for which it was originally payable (the “Third Anniversary”), (b) on
the date upon which the Participant ceases to be a Participant for any reason (the “Departure Date”) or (c) in five
equal annual installments commencing on the Departure Date (the “Third Anniversary” and “Departure Date”
each being referred to herein as a “Delivery Date”). Such Deferral Election shall remain in effect for each Subsequent
Year unless changed, provided that, any Deferral Election with respect to a particular Year may not be changed less than six months
prior to the beginning of such Year, and provided, further, that no more than one Deferral Election or change thereof may be made
in any Year.


 



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Any Deferral Election
and any change or revocation thereof shall be made by delivering written notice thereof to the Committee no later than six months
prior to the beginning of the Year in which it is to be effected; provided that, with respect to the Year beginning on the Effective
Date, any Deferral Election or revocation thereof must be delivered no later than the close of business on the 30th day after
the Effective Date.


 


7. Deferred Stock Accounts.
The Company shall maintain a Deferred Stock Account for each Participant who makes a Deferral Election to which shall be credited,
as of the applicable Payment Time, the number of shares of the Common Stock payable pursuant to the Stock Award to which the Deferral
Election relates. So long as any amounts in such Deferred Stock Account have not been delivered to the Participant under Paragraph
8 hereof, each Deferred Stock Account shall be credited as of the payment date for any dividend paid or other distribution made
with respect to the Common Stock, with a number of shares of the Common Stock equal to (a) the number of shares of the Common
Stock shown in such Deferred Stock Account on the record date for such dividend or distribution multiplied by (b) the Dividend
Equivalent for such dividend or distribution.


 


8. Delivery of Shares.


 


(a) The shares of the
Common Stock in a Participant’s Deferred Stock Account with respect to any Stock Award for which a Deferral Election has
been made (together with dividends attributable to such shares credited to such Deferred Stock Account) shall be delivered in
accordance with this Paragraph 8 as soon as practicable after the applicable Delivery Date. Except with respect to a Deferral
Election pursuant to Paragraph 6 hereof, or other agreement between the parties, such shares shall be delivered at one time; provided
that, if the number of shares so delivered includes a fractional share, such number shall be rounded to the nearest whole number
of shares. If the Participant has in effect a Deferral Election pursuant to Paragraph 6 hereof, then such shares shall be delivered
in five equal annual installments (together with dividends attributable to such shares credited to such Deferred Stock Account),
with the first such installment being delivered on the first anniversary of the Delivery Date; provided that, if in order to equalize
such installments, fractional shares would have to be delivered, such installments shall be adjusted by rounding to the nearest
whole share. If any such shares are to be delivered after the Participant has died or become legally incompetent, they shall be
delivered to the Participant’s estate or legal guardian, as the case may be, in accordance with the foregoing; provided
that, if the Participant dies with a Deferral Election pursuant to Paragraph 6 hereof in effect, the Committee shall deliver all
remaining undelivered shares to the Participant’s estate immediately. References to a Participant in this Plan shall be
deemed to refer to the Participant’s estate or legal guardian, where appropriate.


 


(b) The Company may,
but shall not be required to, create a grantor trust or utilize an existing grantor trust (in either case, the “Trust”)
to assist it in accumulating the shares of the Common Stock needed to fulfill its obligations under this Paragraph 8. However,
Participants shall have no beneficial or other interest in the Trust and the assets thereof, and their rights under this Plan
shall be as general creditors of the Company, unaffected by the existence or nonexistence of the Trust, except that deliveries
of Stock Awards to Participants from the Trust shall, to the extent thereof, be treated as satisfying the Company’s obligations
under this Paragraph 8.


 


9. Share Certificates;
Voting and Other Rights. The certificates for shares delivered to a Participant pursuant to Paragraph 8 above shall be issued
in the name of the Participant, and from and after the date of such issuance the Participant shall be entitled to all rights of
a stockholder with respect to the Common Stock for all such shares issued in his name, including the right to vote the shares,
and the Participant shall receive all dividends and other distributions paid or made with respect thereto.


 


10. General Restrictions.


 


(a) Notwithstanding any
other provision of this Plan or agreements made pursuant thereto, the Company shall not be required to issue or deliver any certificate
or certificates for shares of the Common Stock under this Plan prior to fulfillment of all of the following conditions:


 


(i) Listing or approval
for listing upon official notice of issuance of such shares on the New York Stock Exchange, Inc., or such other securities exchange
as may at the time be a market for the Common Stock;


 



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(ii) Any registration or
other qualification of such shares under any state or federal law or regulation, or the maintaining in effect of any such registration
or other qualification which the Committee shall, upon the advice of counsel, deem necessary or advisable; and


 


(iii) Obtaining any other
consent, approval, or permit from any state or federal governmental agency which the Committee shall, after receiving the advice
of counsel, determine to be necessary or advisable.


 


(b) Nothing contained
in this Plan shall prevent the Company from adopting other or additional compensation arrangements for the Participants.


 


11. Shares Available.
Subject to Paragraph 12 below, the maximum number of shares of the Common Stock which may in the aggregate be paid as Stock Awards
pursuant to this Plan is 1,850,000. Shares of the Common Stock issuable under this Plan may be taken from treasury shares of the
Company or purchased on the open market.


 


12. Adjustments; Change
of Control.


 


(a) In the event that
there is, at any time after the Board adopts this Plan, any change in corporate capitalization, such as a stock split, combination
of shares, exchange of shares, warrants or rights offering to purchase the Common Stock at a price below its Fair Market Value,
reclassification, or recapitalization, or a corporate transaction, such as any merger, consolidation, separation, including a
spin-off, stock dividend, or other extraordinary distribution of stock or property of the Company, any reorganization (whether
or not such reorganization comes within the definition of such term in Section 368 of the Code) or any partial or complete liquidation
of the Company (each of the foregoing a “Transaction”), in each case other than any such Transaction which constitutes
a Change of Control (as defined below), (i) the Deferred Stock Accounts shall be credited with the amount and kind of shares or
other property which would have been received by a holder of the number of shares of the Common Stock held in such Deferred Stock
Account had such shares of the Common Stock been outstanding as of the effectiveness of any such Transaction, (ii) the number
and kind of shares or other property subject to this Plan shall likewise be appropriately adjusted to reflect the effectiveness
of any such Transaction, and (iii) the Committee shall appropriately adjust any other relevant provisions of this Plan and any
such modification by the Committee shall be binding and conclusive on all persons.


 


(b) If the shares of
the Common Stock credited to the Deferred Stock Accounts are converted pursuant to Paragraph 12(a) into another form of property,
references in this Plan to the Common Stock shall be deemed, where appropriate, to refer to such other form of property, with
such other modifications as may be required for this Plan to operate in accordance with its purposes. Without limiting the generality
of the foregoing, references to delivery of certificates for shares of the Common Stock shall be deemed to refer to delivery of
cash and the incidents of ownership of any other property held in the Deferred Stock Accounts.


 


(c) In lieu of the adjustment
contemplated by Paragraph 12(a), in the event of a Change of Control, the following shall occur on the date of the Change of Control
(i) the shares of the Common Stock held in each Participant’s Deferred Stock Account shall be deemed to be issued and outstanding
as of the Change of Control; (ii) the Company shall forthwith deliver to each Participant who has a Deferred Stock Account all
of the shares of the Common Stock or any other property held in such Participant’s Deferred Stock Account; and (iii) this
Plan shall be terminated.


 


(d) For purposes of this
Plan, Change of Control shall mean any of the following events:


 


(i) The acquisition by any
individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated
under the Exchange Act) of 80 percent or more of either (1) the then outstanding shares of the Common Stock of the Company (the
“Outstanding Company Common Stock”), or (2) the combined voting power of then outstanding voting securities of the
Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided,
however, that the following acquisitions shall not constitute a Change of Control (A) any acquisition directly from the Company
(excluding an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself
acquired directly from the Company), (B) any acquisition by the Company, (C) any acquisition by any employee benefit plan (or
related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (D) any acquisition by any
corporation pursuant to a reorganization, merger or consolidation, if, following such reorganization, merger or consolidation,
the conditions described in clauses (A), (B) and (C) of paragraph (iii) of this Paragraph 12(d) are satisfied; or


 



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(ii) Individuals who, as
of the date hereof, constitute the Board of the Company (as of the date hereof, “Incumbent Board”) cease for any reason
to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date
hereof whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority
of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent
Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an
actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange
Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or


 


(iii) Approval by the stockholders
of the Company of a reorganization, merger, binding share exchange or consolidation, unless, following such reorganization, merger,
binding share exchange or consolidation (A) more than 60 percent of, respectively, then outstanding shares of common stock of
the corporation resulting from such reorganization, merger, binding share exchange or consolidation and the combined voting power
of then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially
owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively,
of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such reorganization, merger,
binding share exchange or consolidation in substantially the same proportions as their ownership, immediately prior to such reorganization,
merger, binding share exchange or consolidation, of the Outstanding Company Common Stock and Outstanding Company Voting Securities,
as the case may be, (B) no Person (excluding the Company, any employee benefit plan (or related trust) of the Company or such
corporation resulting from such reorganization, merger, binding share exchange or consolidation and any Person beneficially owning,
immediately prior to such reorganization, merger, binding share exchange or consolidation, directly or indirectly, 20 percent
or more of the Outstanding Company Common Stock or Outstanding Company Voting Securities, as the case may be) beneficially owns,
directly or indirectly, 20 percent or more of, respectively, then outstanding shares of common stock of the corporation resulting
from such reorganization, merger, binding share exchange or consolidation or the combined voting power of then outstanding voting
securities of such corporation entitled to vote generally in the election of directors, and (C) at least a majority of the members
of the board of directors of the corporation resulting from such reorganization, merger, binding share exchange or consolidation
were members of the Incumbent Board at the time of the execution of the initial agreement providing for such reorganization, merger,
binding share exchange or consolidation; or


 


(iv) Approval by the stockholders
of the Company of (1) a complete liquidation or dissolution of the Company, or (2) the sale or other disposition of all or substantially
all of the assets of the Company, other than to a corporation, with respect to which following such sale or other disposition,
(A) more than 60 percent of, respectively, then outstanding shares of common stock of such corporation and the combined voting
power of then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then
beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial
owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such
sale or other disposition in substantially the same proportion as their ownership, immediately prior to such sale or other disposition,
of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding
the Company and any employee benefit plan (or related trust) of the Company or such corporation and any Person beneficially owning,
immediately prior to such sale or other disposition, directly or indirectly, 20 percent or more of the Outstanding Company Common
Stock or Outstanding Company Voting Securities, as the case may be) beneficially owns, directly or indirectly, 20 percent or more
of, respectively, then outstanding shares of common stock of such corporation and the combined voting power of then outstanding
voting securities of such corporation entitled to vote generally in the election of directors, and (C) at least a majority of
the members of the board of directors of such corporation were members of the Incumbent Board at the time of the execution of
the initial agreement or action of the Board providing for such sale or other disposition of assets of the Company.


 



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13. Administration;
Amendment and Termination.


 


(a) The Plan shall be
administered by the Compensation Committee (the “Committee”) of, or appointed by, the Board of Directors of the Company
(the “Board”). The Committee shall select one of its members as Chairman and shall act by vote of a majority of a
quorum, or by unanimous written consent. A majority of its members shall constitute a quorum. The Committee shall be governed
by the provisions of the Company’s Bylaws and of Delaware law applicable to the Board, except as otherwise provided herein
or determined by the Board. The Committee shall have full and complete authority, in its discretion, but subject to the express
provisions of this Plan to administer all aspects of the Plan. All interpretations and constructions of this Plan by the Committee,
and all of its actions hereunder, shall be binding and conclusive on all persons for all purposes.


 


(b) The Board may from
time to time make such amendments to this Plan, including to preserve or come within any exemption from liability under Section
16(b) of the Exchange Act, as it may deem proper and in the best interest of the Company without further approval of the Company’s
stockholders, provided that, to the extent required under Delaware law or to qualify transactions under this Plan for exemption
under Rule 16b-3 promulgated under the Exchange Act, no amendment to this Plan shall be adopted without further approval of the
Company’s stockholders and, provided, further, that if and to the extent required for this Plan to comply with Rule 16b-3
promulgated under the Exchange Act, no amendment to this Plan shall be made more than once in any six month period that would
change the amount, price or timing of the grants of the Common Stock hereunder other than to comport with changes in the Code,
the Employee Retirement Income Security Act of 1974, as amended, or the regulations thereunder. The Board may terminate this Plan
at any time by a vote of a majority of the members thereof.


 


14. Term of Plan.
No shares of the Common Stock shall be issued, unless and until the Directors of the Company have approved this Plan and all other
legal requirements have been met. This Plan was adopted by the Board effective August 31, 2016, and shall expire on August 31,
2026.


 


15. Governing Law.
This Plan and all actions taken thereunder shall be governed by, and construed in accordance with, the laws of the State of Delaware.


 


16. Information to
Shareholders. The Company shall furnish to each of its stockholders financial statements of the Company at least annually.


 


17. Miscellaneous.


 


(a) Nothing in this Plan
shall be deemed to create any obligation on the part of the Board to nominate any Director for reelection by the Company’s
stockholders or to limit the rights of the stockholders to remove any Director.


 


(b) The Company shall
have the right to require, prior to the issuance or delivery of any shares of the Common Stock pursuant to this Plan, that a Participant
make arrangements satisfactory to the Committee for the withholding of any taxes required by law to be withheld with respect to
the issuance or delivery of such shares, including, without limitation, by the withholding of shares that would otherwise be so
issued or delivered, by withholding from any other payment due to the Participant, or by a cash payment to the Company by the
Participant.


 



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IN WITNESS WHEREOF, this
Plan has been executed effective as of August 31, 2016


 


	 	SUNSTOCK,INC.
	 	 	 
	 	By:	/s/
    Jason C. Chang
	 	 	Jason C. Chang, President


 








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