Exhibit 10.2


 








 


[Form of Independent Director Letter]





 


 


March 12, 2015


   


[NAME] 


[ADDRESS]


   


Dear [____],


   


On behalf of Global Defense & National Security Systems,
Inc., a Delaware corporation (the “Company”), I am pleased to confirm that as a member of the Company’s Board
of Directors (the “Board”), you will be entitled to receive the compensation described below on the terms set forth
herein.


 


Subject to the consummation of the Company’s initial “Business
Combination” (as defined in the Company’s amended and restated certificate of incorporation), post Business Combination
you will be entitled to receive an initial one-time $[33,750-86,250] cash retainer. There will thereafter be an annual cash retainer
of $60,000; and an annual cash retainer of $5,000 for your service on each committee of the Board on which you serve. These annual
retainers will be available for as long as you continue to serve on the Board and will be subject to adjustment by the Board from
time to time.


 


[If you are appointed as Chairman of the Board, your annual
cash retainer will be adjusted to $80,000, which shall be inclusive of any committee retainers.]


 


In addition, subject to consummation of the Company’s
initial Business Combination and approval of a Stock Incentive Plan by the Company’s stockholders, you will be granted options
under the Company’s Stock Incentive Plan to purchase a number of shares equal to $60,000 [(or equal to a total of $80,000
if you are appointed Chairman of the Board)], at a price per share equal to the Company’s stock price on the grant date,
which is expected to be 2 business days following the closing of the Company’s initial Business Combination. The options
will vest as follows: (i) 20% of the options will vest 30 days following award, (ii) 40% of the options will vest 6 months following
award, subject to your continued service on the Board at such time and (iii) 40% of the options will vest 12 months following the
award, subject to your continued service on the Board at such time.


  


Because of the personal nature of the services to be rendered
by you, this agreement may not be assigned by you without the prior written consent of the Company.


  


This agreement expresses the entire understanding with respect
to the subject matter hereof and supersedes and terminates any prior oral or written agreements with respect to the subject matter
hereof.  All questions with respect to the construction and/or enforcement of this agreement, the rights and obligations of
the parties hereunder, and your responsibilities as a Director of the Company, shall be determined in accordance with the
laws of the State of Delaware.  This agreement may be amended only with the written consent of the parties hereto.  This
agreement may be executed in separate counterparts, each of which shall be an original and all of which taken together shall constitute
one and the same agreement.  This agreement may be executed by electronic or facsimile signature, which shall be considered
enforceable for all purposes.


  




    	 



    	 



    

 


If the foregoing terms are agreeable, please indicate your acceptance
by signing this letter in the space provided below and returning it to the Company.


 


 


Sincerely,


 


 





	Global Defense & National Security Systems, Inc.	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	By:  	 	 	 
	 	Name:	 	 
	 	Title:	 	 



  


 


 


	Accepted by:	 	 
	 	 	 	 
	 	 	 	 
	Signature: 	 	 	 
	 	Name:	 	 



 


	Date: