Exhibit 10.2


 


AMENDMENT TO THE


 


2009 NON-EMPLOYEE DIRECTOR EQUITY COMPENSATION
PLAN


 


OF


 


I.D. SYSTEMS, INC.


 


 


WHEREAS, I.D.
Systems, Inc., a Delaware corporation (the “Company”), sponsors and maintains the Company’s 2009 Non-Employee
Director Equity Compensation Plan (the “Plan”; capitalized terms used and not otherwise defined herein shall
have the meanings ascribed thereto in the Plan); and


 


WHEREAS, Section
15(a) of the Plan reserves to the Board of Directors of the Company (the “Board”) the right to amend, alter,
suspend or terminate the Plan; and


 


WHEREAS, the
Board has determined that it is advisable and in the best interests of the Company to amend the Plan to provide that the Board,
or the Compensation Committee of the Board (the “Committee”) in the event that the Board delegates its authority
to the Committee, in its discretion, and without any restrictions or limitations, shall determine the vesting schedule with respect
to all awards of Restricted Shares and Options made under the Plan after the date hereof;


 


NOW, THEREFORE,
effective immediately, the Plan is hereby amended as follows:


 


A.          Section 8 of the Plan is hereby
amended by deleting the first paragraph of said Section 8 in its entirety and replacing such paragraph with the following:


 


“8.      Terms
of Restricted Stock Awards. Except as provided herein, Restricted Shares shall be subject to restrictions (“Restrictions”)
prohibiting such Restricted Shares from being sold, transferred, assigned, pledged or otherwise encumbered or disposed of. The
Board, or the Compensation Committee of the Board (the “Compensation Committee”) in the event that the Board
delegates its authority hereunder to the Compensation Committee, shall determine the terms and conditions under which the Restrictions
with respect to each award of Restricted Shares shall lapse; provided, however, that notwithstanding the foregoing,
the Restrictions with respect to a Participant’s Restricted Shares shall lapse immediately in the event that (i) the Participant
is removed from service as a Director (other than for Cause) before his or her term has expired (and does not continue as, or become,
an employee of the Company or a subsidiary of the Company), (ii) the Participant is nominated for a new term as an Outside Director
but is not elected by stockholders of the Company, (iii) the Participant ceases to be a member of the Board due to death, disability
or mandatory retirement (if any), or (iv) if the Participant ceases to continue as a member of the Board or of the board of directors
of a successor company following a Change in Control.”


 


B.          Section 9(c)
of the Plan is hereby amended by deleting said Section 9(c) in its entirety and replacing such paragraph with the following:


 


“Vesting.
Subject to Section 13 hereof, the Board, or the Compensation Committee in the event that the Board delegates its authority hereunder
to the Compensation Committee, shall determine the exercise terms of all Options, including such terms as the Board or the Compensation
Committee, as applicable, may determine to be applicable in the event that a Participant ceases to be a member of the Board due
to death, disability or mandatory retirement (if any).”


 


Except as amended herein,
the Plan shall continue in full force and effect, in accordance with its terms.


  


[Signature Page Follows]




 



    	 



    	 



    

 





IN WITNESS WHEREOF,
the undersigned, being a duly authorized officer of the Company, has executed this Amendment as evidence of its adoption by the
Company this 16th day of March, 2012.




  


	 	I.D. SYSTEMS, INC.
	 	 	 
	 	By: 	/s/ Ned Mavrommatis
	 	 	 
	 	Title: 	Chief Financial Officer


 


Witness:


/s/ Jeffrey M. Jagid