Exhibit 4.1


 


 


 


 


 


DANIELS CORPORATE ADVISORY COMPANY, INC.


 


EMPLOYEES, OFFICERS, DIRECTORS, AND CONSULTANTS
STO CK PLAN


 


FOR THE YEAR 2014


 


 


 


1. Introduction. This Plan shall be known
as the “Daniels Corporate Advisory Company, Inc.


 


Employees, Officers, Directors, and Consultants Sto ck Plan
for the Year 2015, No. 3” and is hereinafter referred to


 


as the “Plan.” The purposes of this Plan are to
enable Daniels Corporate Advisory Company, Inc., a Ne vada


 


corporation (the “Company”), to promote the interests
of the Company and its stockholders by attractin g and


 


retaining Employees, Directors, and Consultants cap able of
furthering the future success of the Compan y 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 $0.001 per share (the “Common Stoc k”).


 


 


 


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 an y 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 t he Board of Directors of the Company.


 


 


 


“Dividend Equivalent” for a
given dividend or other distribution means a number of shares of the Commo n


 


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 dis tribution
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.


 


 


 


 


 


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


 


 


 


“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, surp lus, 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 Paragrap h 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 Paragrap h 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 May 14, 2015 (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 thi s 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 o r 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 b e 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 t he 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 t he 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)
o n 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 les s 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 p rior to
the beginning of the Year in which it is to be effected;


 


provided that, with respect to the Year beginning o n the Effective
Date, any Deferral Election or revo cation thereof


 


must be delivered no later than the close of busine ss on the
30th day after the Effective Date.


 


 


 


7. Deferred Stock Accounts . The Company
shall maintain a Deferred Stock Acco unt 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 Electio n 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 cred ited as
of the payment date for any dividend paid o r 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 Equi valent 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 ha s been made
(together with dividends attributable to such shares


 


credited to such Deferred Stock Account) shall be d elivered
in accordance with this Paragraph 8 as soo n 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, suc h 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 cr edited to such


 


Deferred Stock Account), with the first such instal lment being
delivered on the first anniversary of t he 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 d elivered 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 appro priate.


 


 


 


(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 d ate 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.


 


 


 


General Restrictions . 10.


 


 


 


(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 thefollowing
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 fo r the


 


Common Stock;


 


 


 


 


 


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(ii) Any registration or other qualification
of s uch 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 o r advisable;
and


 


 


 


(iii) Obtaining any other consent, approval,
or p ermit 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 t he 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 2,750,000. Shares o f 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 o r 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, consolid ation, 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 T ransaction


 


which constitutes a Change of Control (as defined b elow), (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 o f shares of


 


the Common Stock held in such Deferred Stock Account had such
shares of the Common Stock been outstand ing as


 


of the effectiveness of any such Transaction, (ii) the number
and kind of shares or other property sub ject 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 provi sions 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 t he 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 “Out standing


 


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,


 


 


 


 


 


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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 reorgan ization,
merger or consolidation, the conditions described in


 


clauses (A), (B) and (C) of paragraph (iii) of this Paragraph
12(d) are satisfied; or


 


 


 


(ii) Individuals who, as of the date hereof,
constitute the Board of the Company (as


 


of the date hereof, “Incumbent Board”) cease for
an y 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 Incu mbent


 


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 1 4A


 


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, fo llowing
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 corpo ration 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 i n


 


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 Votin g


 


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 s uch reorganization,
merger, binding share exchange or


 


consolidation and any Person beneficially owning, i mmediately
prior to such reorganization, merger, binding share


 


exchange or consolidation, directly or indirectly, 20 percent
or more of the Outstanding Company Commo n 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 o utstanding


 


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 share s of common
stock of such corporation and the combi ned 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 b enefit


 


plan (or related trust) of the Company or such corp oration
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 o f 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 b oard of
directors of such corporation were members of the


 


 


 


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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.


 


 


 


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 s hall be governed
by the provisions of the Company’s Byla ws


 


and of Nevada law applicable to the Board, except as otherwise
provided herein or determined by the Bo ard. 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 liabilit y under
Section 16(b) of the Exchange Act, as it ma y 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 Nevada 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 a mendment
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 hereu nder other


 


than to comport with changes in the Code, the Emplo yee 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 ado pted by the


 


Board effective May 14, 2015, and shall expire on May 14, 2025.


 


 


 


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 Nevada.


 


 


 


16. Information to Shareholders . The Company
shall furnish to each of its stockho lders 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, p rior 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 May 14, 2015.


 


 


 


 


 


DANIELS CORPORATE ADVISORY COMPANY,


 


INC.


 


 


 


 


 


By /s/ Arthur D. Viola


 


Arthur D. Viola, Chief Executive Officer