EXHIBIT
4.1
LEGACY WINE & SPIRITS
INTERNATIONAL LTD.
2009 STOCK
INCENTIVE
OPTION PLAN
1. THE PLAN.
The purpose of the Legacy Wine & Spirits International
Ltd.’s (the “Company”) 2009 Stock Incentive
Option Plan (the “Plan”) is to provide the Company with
the means of attracting and retaining the services of highly
motivated and qualified directors and key personnel.
The Plan is intended to advance the interests of the Company and
its stockholders by affording to key employees, consultants and
non-employee directors, upon whose skill, judgment, initiative, and
efforts the Company is largely dependent for the successful conduct
of its business, an opportunity for investment in the Company and
incentives inherent in stock ownership in the Company. The term
Company shall include all subsidiaries of the Company.
2. LEGAL COMPLIANCE.
It is the intent of the Plan that it conform in all respects with
the requirements of Rule 16b-3 of the Securities and Exchange
Commission under the Securities Exchange Act of 1934 (Rule 16b-3)
or, in connection with Incentive Stock/Options (ISOs), as such term
is defined in Section 422(a) of the Internal Revenue Code of 1986
(the Code) as mentioned from time to time. If any aspect of
the Plan does not conform to Section 422(a) of the Code, as amended
from time to time, such aspect shall be deemed to be modified,
deleted, or otherwise changed as necessary to insure continued
compliance with such provisions.
3. ADMINISTRATION OF THE PLAN.
3.1 PLAN COMMITTEE: The Plan shall be administered by a
committee (the “Committee”). The members of the
Committee shall be appointed from time to ti