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