falconridges8ex41_31208.htm


     

    
      

      

    

     

    Exhibit 4.1

     

    

      


      2002
STOCK COMPENSATION PLAN I, AMENDED FEBRUARY 29, 2008

      


      This
“2002 Stock Compensation Plan I” was originally adopted by Falcon Ridge
Development, Inc.’s predecessor PocketSpecs Technologies, Inc. on August 1,
2002. By virtue of Section 2.00 of the Plan, the Board of Directors of the
Company have the discretion to adopt such rules and regulations to administer
the Plan that it deems necessary and appropriate.

      


      The Board
of Directors of Falcon Ridge Development, Inc. have reviewed and discussed the
Plan, and have formally resolved to amend the Plan and continue it consistent
with the terms contained herein.

      


      WITNESSETH:

      


      WHEREAS,
the Board of  Directors (the "Board")  of  Falcon
Ridge Development,  Inc.,  (the "Company") reaffirmed and
determined that it would be to its  advantage, and in its best
interests, to
grant  certain  consultants  and  advisors,
as well as  certain employees,
the  opportunity  to (i) receive and/or (ii)
purchase  stock in the  Company as a result of compensation
for their service; and

      


      WHEREAS,
the Board believes that the Company can best obtain advantageous benefits by (i)
issuing stock and/or (ii) granting stock options to such designated individuals
from time to time, although the aforementioned options are not to be
granted  pursuant  to Section 422
and  related  sections  of the  Internal
Revenue Code as amended;

      


      WHEREAS,
the Board reviewed the “2002 Stock Compensation Plan I”, and determined that the
number of shares of common stock eligible for administration of the Plan needed
to be increased, and resolved to increase the number of eligible shares from
700,000 to 20,000,000;

      


               NOW
THEREFORE, the Board adopts this AMENDED 2002 STOCK COMPENSATION PLAN I (the
"Plan").

      
 

      1.00        
EFFECTIVE DATE AND TERMINATION OF PLAN

      


      The
effective date of the Plan, as amended, is February 29, 2008, which is the day
the 2002 Plan was amended and approved by the Board. The Plan will terminate on
the earlier date following the grant or issuance of the final option or share of
common stock  allocated under  the  Plan or
ten  years from  the  date hereof, whichever is
earlier, and no options or issuances will be granted thereafter pursuant to this
Plan.

      
 

      


      2.00        
ADMINISTRATION OF PLAN

      


      The Board
shall administer the Plan and adopt regulations for its administration as it may
deem necessary or appropriate. Alternately, the Board may appoint a Compensation
Committee to administer the Plan and report to the Board, and to otherwise have
such composition and duties as the Board may from time to time
determine.


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

            



      3.00        
ELIGIBILITY TO PARTICIPATE IN THE PLAN

      


             
3.01 Subject to the provisions of the Plan, the Board, or its designee, shall
determine and designate, from time to time, those consultants, advisors, and
employees of the Company, or consultants, advisors, and employees of a parent or
subsidiary corporation of the Company, to whom shares are to be issued and/or
options are to be granted hereunder, and the number of shares to be issued
and/or optioned from time to time to any individual or entity.  In
determining the eligibility of an individual or entity to receive shares or an
option, as well as in determining the number of shares to be issued and/or
optioned to any individual or entity, the Board, or its designee, shall consider
the nature and value to the Company for the services which have been rendered to
the Company and such other factors as the Board, or its designee, may deem
relevant. The Company shall receive a favorable written opinion of counsel as to
the eligibility and suitability of distributions under the Plan prior to issuing
any shares or options hereunder, all in accordance with SEC guidelines for
distribution of shares under a S-8 Registration. No shares or options may be
issued without said favorable legal opinion.

      


             
3.02 If eligible to be selected to receive an shares and/or options to purchase
shares, an individual must be a consultant, advisor or an employee of the
Company or a consultant, advisor, or an employee of a parent or subsidiary
Corporation of the Company.  The grant of each option shall be
confirmed by a Stock Option Agreement that shall be executed by the Company and
the optionee as promptly as practicable after such grant.  More than
one option may be granted to an individual or entity. Shares shall be issued
directly to such entities.

      


      `       
3.03 An option may be granted to any individual or entity eligible hereunder,
regardless of his previous stockholdings.

      


             
3.04 The option price  (determined as of the time the option is
granted) of the stock for which any person may be granted options under this
Plan (and all other plans of the Company) may be increased or reduced by the
Board, or its designee, from time to time.

       

      


      4.00        
NUMBER OF SHARES SUBJECT TO THE PLAN

      


      The Board
shall reserve for the purposes of the Plan a total of twenty
million  (20,000,000) of the authorized but unissued shares of common
shares of the Company, provided that any shares as to which an option granted
under the Plan remains unexercised at the expiration thereof may be the subject
of the grant of further options under the Plan within the limits and under the
terms set forth in Article 3.00

      hereof.


      
        
           


        

        
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      5.00        
PRICE OF COMMON SHARES

      


      The
initial and standard price per share of common stock to be issued directly or by
option shall be the Fair Market Value per share, but may be changed in each case
by the Board, or its designee, from time to time. If the share price is changed,
the Board, or its designee, shall determine the share price no later than the
date of the issuance of the shares and/or the grant of the option and at such
other times as the Board, or its designee, deems necessary.  The Board
shall have absolute final discretion to determine the price of the common stock
under the Plan.  In the absence of such specific determination, the
share price will be the Fair Market Value per share.  "Fair Market
Value” shall mean, if there is an established market for the Company’s Common
Stock on a stock exchange, in an over-the-counter market or otherwise, the
average Closing Price of the Company's stock for the 10 consecutive trading days
immediately before the valuation date, provided that the Board may, in its
discretion provide an alternative definition for Fair Market Value in the
instrument granting the right or option.  Unless otherwise specified
by the Board at the time of grant (or in the formula applicable to such grant),
the valuation date for purposes of determining the option price shall be the
date of grant.  The Board may specify that, instead of the date of
grant, the valuation date shall be a valuation period of up to ninety (90) days
prior to the date of grant, and Fair Market Value for purposes of such grant
shall be the average over the valuation period of the mean of the highest and
lowest quoted selling prices on each date on which sales were made in the
valuation period.  If there is no established market for the Company’s
Common Stock, or if there were no sales during the applicable valuation period,
the determination of Fair Market Value shall be established by the Board in its
sole discretion, considering the criteria set forth in Treas. Reg. Section
20.2031-2 or successor regulations.

       

      


      6.00        
SUCCESSIVE OPTIONS

      


      Any
option granted under this Plan to a person may be exercisable at such person’s
discretion while there is outstanding any other stock option previously granted
to such person, whether under this Plan or any other stock option plan of the
Company.

       

      


      7.00        
PERIOD AND EXERCISE OF OPTION

      


             
7.01.  Options  granted  under this Plan
shall  expire on the first to occur of the following dates whether or
not exercisable on such dates:  (i) five (5) years from the date the
option is initially granted;  (ii) six (6) months from the date the
person  ceases  employment  due
to  permanent  and
total  disability;  (iii) the date of termination of
employment for reasons other than retirement,  permanent and total
disability or death, unless the Board  determines,  in
its  sole  discretion,  that it would be in the
best interest  of the  Company to extend
the  options for a period not to exceed three
(3)  years;  or
(iv)  three  (3)  months  from the date
the  employee retires with permission of the Board.


      
        
           


        

        
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7.02.  Notwithstanding Section 7.01, any portion of any option, which
has not become exercisable pursuant to Section 7.03 prior to the death of the
employee or termination of employment, shall expire on the employee's date of
death or termination date, if termination is for reasons other than retirement
or total and permanent disability.

      


             
7.03. Any option granted under this Plan may be immediately exercised by the
holder thereof.  Such an option may be exercised in whole or in part
at the time it becomes exercisable or from time to time thereafter, until the
expiration of the option.

       

      


      8.00       
PAYMENT FOR OPTIONED SHARES

      


                     
When a person holding an option granted under this Plan exercises any portion of
the option he shall pay the full option price for the shares covered by the
exercise of that portion of his option within one (1) month after such exercise.
As soon as practicable, after the person notifies the Company of the exercise of
his option and makes payment of the required Option price, the Company shall
issue such shares to the person.  The Board may also permit a
participant to affect a cashless or net exercise of an option without tendering
any shares of the Company’s stock as payment for the option.  In such
an event, the participant will be deemed to have paid for the exercise of the
option with shares of the Company's stock and shall receive from the Company a
number of shares equal to the difference between (I) the shares that would have
been tendered to pay the option price and withholding taxes, if any, and (ii)
the number of options exercised.  The Board may also cause the Company
to enter into arrangements with one or more licensed stock brokerage firms
whereby participants may exercise options without payment therefor but with
irrevocable orders to such brokerage firm to immediately sell the number of
shares necessary to pay the option price and withholding taxes, if any, and then
to transmit the proceeds from such sales directly to the Company in satisfaction
of such obligations.

      


      


      9.00         RESTRICTIONS
ON TRANSFER

      


             
9.01 No right or privilege of any person under the Plan shall be transferable or
assignable, except to the person's personal representative in the event of the
person's death, and except as provided in Section 9.02, options granted
hereunder are exercisable only by the person during his life.

      


             
9.02 If a person dies holding outstanding options issued pursuant to this Plan,
his personal representative shall have the right to exercise such options only
within one year of the death of the person.


      
        
           


        

        
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      10.00       
RECLASSIFICATION, CONSOLIDATION OR MERGER

      


      If and to
the extent that the number of issued  shares of common stock of
the  Company  shall
be  increased  or  reduced  by change in
par  value, split-up reclassification,  distribution of a
dividend payable in stock, or the like, the number of shares subject to direct
issuance or an option held by a person  and
the  option  price  per  share  shall  be  proportionately
adjusted.  If the Company
is  reorganized  or  consolidated  or
merged with
another  corporation,  the  person  shall
be  entitled  to  receive  direct
issuance or options covering shares of such
reorganized,  consolidated,  or merged company in the same
proportion,  at an equivalent price, and subject to the same
conditions.

       

      


      11.00       DISSOLUTION
OR LIQUIDATION

      


      Upon the
dissolution or liquidation of the Company, the options granted hereunder shall
terminate and become null and void, but the person shall have the right
immediately prior to such dissolution or liquidation to exercise any options
granted and exercisable hereunder to the full extent not before
exercised.

       

      


      12.00        
BINDING EFFECT

      


      This Plan
shall inure to the benefit of and be binding upon the Company and its employees,
and their respective heirs, executors, administrators, successors and
assigns.

       

      


      13.00        
ADOPTION OF PLAN

      


      This Plan
has been duly adopted as amended by the Board of Directors of the Company on
February 29, 2008.

       

      


      14.00        
NOTICES

      


      Any
notice to be given to the Company under the terms of this plan shall be
addressed to such address as is set forth on the first page
hereof.


      
        
           


        

        
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      IN
WITNESS WHEREOF, the Company has caused this Plan to be executed on its behalf
by its President, to be sealed by its corporate seal, and attested by its
Secretary effective the day and year first above written.

      


                                             
Falcon Ridge Development, Inc.

      


      


      


                  By     
 /s/ FRED
MONTANO

                      FRED
MONTANO                                         

                      President

      


      


      ATTEST:

      


      


      /s/
KAREN DURAN

      KAREN
DURAN

      Secretary                             (SEAL)

      
 

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