Exhibit 10.2


 


TRANSITION, SEPARATION AND GENERAL
RELEASE AGREEMENT


 


THIS TRANSITION, SEPARATION
AND GENERAL RELEASE AGREEMENT (this “Agreement”) is entered into between DONALD MEISNER, an individual
residing at 57 Valley Road, Ringwood, NJ 07456 (“Employee”) and DILIGENT BOARD MEMBER SERVICES, INC.,
a Delaware corporation, having its principal executive office at 39 West 37th Street, New York, NY 10018 (“Employer”).
Employer, together with its past, present and future direct and indirect parent organizations, subsidiaries, affiliated entities,
related companies and divisions and each of their respective past, present and future officers, directors, employees, shareholders,
trustees, members, partners, attorneys and agents (in each case, individually and their official capacities), and each of their
respective employee benefit plans (and such plans' fiduciaries, agents, administrators and insurers, in their individual and their
official capacities), as well as any predecessors, future successors or assigns or estates of any of the foregoing, is collectively
referred to in this Agreement as the “Released Parties.”


 


RECITALS:


 


A.Employee is employed on an at-will
basis by Employer and currently serves as Employer’s Controller;


 


B.On June 10, 2013, Employee provided
Employer with written notice of his voluntary resignation from Employer effective as of June 30, 2013;


 


C.Employer and Employee have mutually
agreed to extend the effective date of Employee’s voluntary resignation from June 30, 2013 to August 30, 2013, or upon the
closing of the financials for the second quarter of 2013 in accordance with existing practices, whichever is later (the “Resignation
Date”); and


 


D.Employer and
Employee desire to enter into this Agreement to set forth the terms of their respective rights and obligations with respect to
the Transition Period (as defined in Section 2 below) and Employee’s separation from his employment with Employer.


 


In consideration of
the foregoing premises, the mutual covenants and agreements contained herein, and other good and valuable consideration the receipt
and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:


 


1.Separation of Employment.
Employee hereby agrees to extend the effective date of his voluntary resignation from his employment with Employer from June 30,
2013 to the close of business on the Resignation Date and Employer hereby accepts Employee’s resignation effective as of
the Resignation Date. Accordingly, Employee acknowledges and understands that his employment with Employer
automatically will terminate at the close of business on the Resignation Date and that his last day of employment with Employer
will be the Resignation Date. Effective as of the Resignation Date, Employee shall be deemed to have resigned from all positions
that Employee held as an officer, director and/or member of any committee of Employer and of each of Employer’s subsidiaries;
provided, however, Employee agrees to take all actions that are deemed reasonably necessary by Employer to effectuate or
evidence such resignations. Employee further acknowledges that, except as otherwise set forth in this Agreement, Employee has received
all compensation and benefits to which Employee is entitled as a result of Employee’s employment with Employer and/or Employee’s
separation therefrom. Employee understands that, except as otherwise provided in this Agreement, Employee is entitled to nothing
further from the Released Parties, including reinstatement by Employer.


 



    	 



    	 



    




2.Transition Period.


 


(A)During the period
beginning on the date of this Agreement and ending on the Resignation Date (the “Transition Period”), Employee
shall continue to report to work on a full-time basis and devote his best efforts to performing the Transition Duties (as defined
below). The “Transition Duties” shall consist of providing assistance with Employer’s financial reporting
for the second quarter of 2013 (including, without limitation, closing the books for such quarter and filing of Employer’s
Form 10-Q with the Securities and Exchange Commission) and performing such additional services as may
reasonably be requested by an authorized officer of Employer (including, without limitation, services related to the transition
of Employee's duties). In the event that the Form 10-Q has not been filed by the Resignation Date, the Employer and the Employee
shall mutually agree on extending the arrangements hereunder. At all times during the Transition Period, Employee will be required
to (i) comply with his obligations pursuant to the assignment of inventions, non-disclosure and non-solicitation agreement signed
by Employee on October 3, 2007 (the “Covenants Agreement”) and Employer's policies and procedures, (ii) maintain
a professional and positive attitude toward Employer, its affiliates and their respective personnel, vendors, and clients, and
(iii) refrain from making any defamatory or disparaging statements regarding Employer, its affiliates or any of their respective
personnel, vendors, clients, products and/or services. 


 


(B)During the Transition
Period, Employee shall (i) remain on Employer's payroll and continue to be paid Employee's base salary (at the rate in effect immediately
prior to the Transition Period) in accordance with Employer's customary payroll practices, and (ii) be entitled to participate
in Employer's then-current benefit plans and programs to the extent and on the same basis that Employee participated in such plans
and programs prior to the Transition Period.


 


(C)Employee
understands that nothing in this Agreement or otherwise shall limit Employer's right to terminate Employee's employment prior to
the Resignation Date for Cause (as defined below). In the event of the termination of Employee’s employment by Employer
for Cause prior to the Resignation Date or in the event that Employee accelerates the effective date of his resignation to a date
that is earlier than the Resignation Date, Employee will not be entitled to receive either (a) the base salary payments and benefits
described in Section 2(B) above for the period following the effective date of such termination for Cause or resignation, or (ii)
the Retention Payment (as defined in Section 6 below) or Option Extension (as defined in Section 6 below). As used in this Agreement
and without altering Employee’s status as an at-will employee, “Cause” means the occurrence of any of
the following during the Transition Period: (i) Employee’s willful misconduct or gross negligence with respect to the performance
of his duties; (ii) material violation by Employee of his obligations set forth in Section 2(A) above; (iii) breach by Employee
of the terms of the Covenants Agreement; (iv) commission of a fraudulent, illegal or dishonest act by Employee in respect of Employer
or any of its affiliates; or (v) Employee’s conviction of, guilty plea to or confession of guilt of a felony or criminal
act involving moral turpitude.






    	 



    	 



    

 


3.Final Pay Check. Employee
will receive his final pay check on the next regular pay date following the Resignation Date. The final pay check will include
payment (less applicable withholdings and customary payroll deductions) for (a) all earned, but unpaid, salary through and including
the Resignation Date, and (b) any accrued, but unused, vacation days in accordance with Employer’s policy with respect to
payment of unused vacation time. Employer will reimburse Employee for any unreimbursed business expenses properly incurred by Employee
prior to the Resignation Date in accordance with Employer’s expense reimbursement policies and/or practices. Employee will
timely submit all such requests in accordance with Employer’s expense reimbursement policies and/or practices, and Employer
will process such requests in a manner consistent with policies/practices in effect immediately prior to the Resignation Date.
Employer’s obligations under this Section 3 are not contingent upon Employee’s execution, delivery and non-revocation
of this Agreement or the Reaffirmation (as defined in Section 6 below).


 


4.Employee General Release of the
Released Parties. In consideration of the Retention Payment and Option Extension set forth in Section 6 below, Employee (on
his own behalf and on behalf of his heirs, executors, administrators, trustees, legal representatives, successors and assigns)
hereby unconditionally and irrevocably releases, waives, discharges and gives up, to the full extent permitted by law, any and
all Claims (as defined below) that Employee may have against any of the Released Parties, arising on or prior to the date of Employee’s
execution and delivery of this Agreement to Employer. “Claims” means any and all actions, charges, controversies,
demands, causes of action, suits, rights, and/or claims whatsoever for debts, sums of money, wages, salary, severance pay, commissions,
fees, bonuses, unvested stock options, restricted stock awards or other equity compensation, vacation pay, sick pay, fees and costs,
attorneys fees, losses, penalties, damages, including damages for pain and suffering and emotional harm, arising, directly or indirectly,
out of any promise, agreement, offer letter, contract, understanding, common law, tort, the laws, statutes, and/or regulations
of the States of New York, New Jersey, Delaware or any other state and the United States, including, but not limited to, federal
and state wage and hour laws (to the extent waiveable), federal and state whistleblower laws, Title VII of the Civil Rights Act
of 1964, the Civil Rights Act of 1991, the Equal Pay Act, the Lilly Ledbetter Fair Pay Act of 2009, the Americans with Disabilities
Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act (excluding COBRA), the Vietnam Era Veterans
Readjustment Assistance Act, the Fair Credit Reporting Act, the Occupational Safety and Health Act, the Age Discrimination in Employment
Act (“ADEA”), the Older Workers’ Benefit Protection Act, the Sarbanes-Oxley Act of 2002, the federal False
Claims Act, the New York State Human Rights Laws, the New York City Human Rights Laws, the New Jersey Law Against Discrimination,
the New Jersey Family Leave Act, the New Jersey Civil Rights Act, the New Jersey Conscientious Employee Protection Act, the New
Jersey False Claims Act, the Delaware Discrimination in Employment Law, and the Delaware Handicapped Persons Employment Protections
Act, as each may be amended from time to time, whether arising directly or indirectly from any act or omission, whether intentional
or unintentional. This Section 4 releases all Claims including those of which Employee is not aware and those not mentioned in
this Agreement. Employee specifically releases any and all Claims arising out of Employee’s employment with Employer or separation
therefrom. Employee expressly acknowledges and agrees that, by entering into this Agreement, Employee is releasing and waiving
any and all Claims, including, without limitation, Claims that Employee may have arising under ADEA, which have arisen on or before
the date of Employee’s execution and delivery of this Agreement to Employer.


 



    	 



    	 



    




5.Representations; Covenant Not
to Sue. Employee hereby represents and warrants that (A) Employee has not filed, caused or permitted to be filed any pending
proceeding (nor has Employee lodged a complaint with any governmental or quasi-governmental authority) against any of the Released
Parties, nor has Employee agreed to do any of the foregoing, (B) Employee has not assigned, transferred, sold, encumbered, pledged,
hypothecated, mortgaged, distributed, or otherwise disposed of or conveyed to any third party any right or Claim against any of
the Released Parties which has been released in this Agreement, and (C) Employee has not directly or indirectly assisted any third
party in filing, causing or assisting to be filed, any Claim against any of the Released Parties. Except as set forth in Section
13 below, Employee covenants and agrees that Employee shall not encourage or solicit or voluntarily assist or participate in any
way in the filing, reporting or prosecution by himself or any third party of a proceeding or Claim against any of the Released
Parties based upon or relating to any Claim released by Employee in this Agreement.


 


6.Retention Payment and Stock Option
Extension. In consideration of Employee’s (a) agreement extend the effective date of his resignation from June 30, 2013
to the Resignation Date and perform the Transition Duties during the Transition Period) and (b) execution, delivery and non-revocation
of this Agreement and the Reaffirmation:


 


(A) Employer shall
pay to Employee a retention payment (the "Retention Payment") in the aggregate amount of $50,000 (less
applicable withholdings and other customary payroll deductions, excluding 401(k) contributions); and


 


(B) the period during
which Employee may exercise the option to purchase 45,000 shares of Company common stock granted Employee on October 9, 2009 (the
“Option”) pursuant to the Company’s 2007 Stock Option and Incentive Plan (the “Plan”)
shall be extended (to the extent that Employee is entitled to exercise the Option on the Resignation Date) until the earlier of
(i) the first anniversary of the Resignation Date, or (ii) the expiration of the term of the Option (the “Option Extension”).


 


Employee hereby acknowledges that, from
and after the date hereof, the Option shall be treated as a Non-Qualified Stock Option (as defined in the Plan) and, to the extent
previously designed as an Incentive Stock Option (as defined in the Plan), shall cease to qualify as such.


 


The Retention Payment shall be payable
to Employee in a lump sum on the next regular pay date following the 8th day after Employee’s execution and delivery
of the Reaffirmation to Employer (or as soon thereafter as administratively practicable).


 



    	 



    	 



    




As material conditions to Employee's receipt
of the Retention Payment and Option Extension, Employee shall: (i) execute and deliver to Employer the Reaffirmation (the "Reaffirmation")
annexed hereto on, or within 3 business days following (but not before), the Resignation Date; (ii) not revoke the Reaffirmation,
(iii) remain employed through the Resignation Date (i.e., Employee must not accelerate the effective date of his resignation
to a date that is prior to the Resignation Date or be terminated by Employer for Cause), (iv) comply with the terms of Section
2(A) above and (v) perform the Transition Duties to the reasonable satisfaction of Employer.


 


Employee acknowledges that Employee is
not otherwise entitled to the Retention Payment, the Option Extension or any other post-termination payments (other than as set
forth in Section 3 above). Each of Employer and Employee acknowledge that nothing in this Agreement shall be deemed to be an admission
of liability on the part of Employee or any of the Released Parties. Employee agrees that, except as specifically set forth in
this Agreement, Employee will not seek anything further from any of the Released Parties.


 


7.Non-Disparagement; Covenants Agreement.


 


(A)Employee agrees
not to make any defamatory, disparaging or derogatory statements (whether to an individual, entity, business enterprise, media
or otherwise) concerning any of the Released Parties (including, without limitation, any of Employer’s or its affiliates’
personnel) or any of Employer’s and its affiliates’ respective vendors, clients, products and/or services.


 


Employer, on its
own behalf and on behalf of any of Employer’s affiliates’ personnel, and their administrators, trustees, legal representatives,
successors and assigns, agrees not to make any defamatory, disparaging or derogatory statements (whether to an individual, entity,
business enterprise, media or otherwise) concerning Employee, including without limitation, any of Employee’s family members,
heirs, executors, administrators, trustees, legal representatives, advisers, successors and assigns.


 


(B)Employee understands
and agrees that, notwithstanding the separation of Employee's employment with Employer, Employee's obligations pursuant to the
Covenants Agreement survive such separation of employment and remain in full force and effect as set forth therein. Employee represents
and warrants that he has, at all times, been in compliance with his obligations under the Covenants Agreement.


 


8.Who is Bound. Employer and
Employee are bound by this Agreement. Anyone who succeeds to Employee’s rights and responsibilities, such as the executors
of Employee’s estate, is bound and anyone who succeeds to Employer’s rights and responsibilities, such as its successors
and assigns, is also bound.


 


9.Cooperation With Investigations/Litigation.
Employee agrees, upon Employer’s request, to reasonably cooperate in any Employer investigation, litigation, arbitration,
or regulatory proceeding regarding events that occurred during Employee’s tenure with Employer. Employee will make himself
reasonably available to consult with Employer’s counsel, to provide information, and to appear to give testimony. Employer
will, to the extent permitted by law and applicable court rules, reimburse Employee for reasonable out-of-pocket expenses (including,
without limitation, reasonable attorneys’ fees and costs) Employee incurs in extending such cooperation, so long as Employee
provides advance written notice of Employee’s request for reimbursement and provides reasonably satisfactory documentation
of the expenses.


 



    	 



    	 



    




10.Company Property. Without
limitation of Employee's obligations pursuant to the Covenants Agreement, Employee agrees that, on the Resignation Date (or earlier
upon demand by an authorized officer of Employer), Employee shall return to Employer all of Employer’s and its affiliates’
property in Employee’s possession, custody and/or control, including, but not limited to, all equipment, vehicles, computers,
personal digital assistants, pass codes, keys, swipe cards, credit cards, documents or other materials, in whatever form or format,
that Employee received, prepared, or helped prepare. Employee shall not retain any copies, duplicates, reproductions, computer
disks, or excerpts thereof of Employer’s or its affiliates’ documents.


 


11.Legal Fees. In the event
of any litigation or other proceeding to enforce the terms of this Agreement, the Reaffirmation and/or the Covenants Agreement,
whether initiated by Employee or Employer, the prevailing party shall (unless otherwise provided by law) be entitled to recover
its reasonable attorneys’ fees and costs, expert witness fees and costs, and court costs/forum fees from the other party;
provided, however, Employee shall have no obligation to pay such attorneys’ fees and other costs associated
with enforcing this Agreement the Reaffirmation and/or the Covenants Agreement if Employee were to challenge the ADEA waiver only.


 


12.Construction of Agreement.
In the event that one or more of the provisions contained in this Agreement, the Reaffirmation or the Covenants Agreement shall
for any reason be held unenforceable in any respect under the law of any state of the United States or the United States, such
unenforceability shall not affect any other provision of this Agreement, the Reaffirmation or the Covenants Agreement, but this
Agreement, the Reaffirmation and the Covenants Agreement shall then be construed as if such unenforceable provision or provisions
had never been contained herein or therein; provided, however, that if any court were to find that the waiver and
release of Claims set forth in Section 4 of this Agreement and/or Section 3 of the Reaffirmation is unlawful or unenforceable,
or was not entered into knowingly or voluntarily, Employee agrees to execute a waiver and release of claims in a form satisfactory
to Employer that is lawful and enforceable. If it is ever held that any restriction hereunder, under the Reaffirmation or the Covenants
Agreement is too broad to permit enforcement of such restriction to its fullest extent, such restriction shall be enforced to the
maximum extent permitted by applicable law. This Agreement, the Reaffirmation, the Covenants Agreement and any and all matters
arising directly or indirectly herefrom or therefrom shall be governed under the laws of the State of New York without reference
to choice of law rules. Employer and Employee consent to the sole jurisdiction of the federal and state courts of New York. EMPLOYER
AND EMPLOYEE HEREBY WAIVE THEIR RESPECTIVE RIGHT TO TRIAL BY JURY IN ANY ACTION CONCERNING THIS AGREEMENT, THE REAFFIRMATION OR
ANY AND ALL MATTERS ARISING DIRECTLY OR INDIRECTLY HEREFROM, AND REPRESENT THAT THEY HAVE CONSULTED WITH COUNSEL OF THEIR CHOICE
OR HAVE CHOSEN VOLUNTARILY NOT TO DO SO SPECIFICALLY WITH RESPECT TO THIS WAIVER. 


 


13.Acknowledgments. Employer
and Employee acknowledge and agree that:


 


(A) By entering into
this Agreement, Employee does not waive any rights or Claims (including, without limitation, Claims arising under ADEA) that may
arise after the date of Employee’s execution and delivery of this Agreement to Employer. By entering into this Agreement,
Employer also does not waive any rights or claims that may arise after Employee’s execution and delivery of this Agreement
to Employer;


 



    	 



    	 



    




(B) This Agreement
shall not affect the rights and responsibilities of the Equal Employment Opportunity Commission (the “EEOC”)
or similar federal or state agency to enforce ADEA or other laws, and further acknowledge and agree that this Agreement shall not
be used to justify interfering with Employee’s protected right to file a charge or participate in an investigation or proceeding
conducted by the EEOC or similar federal or state agency. Accordingly, nothing in this Agreement shall preclude Employee from filing
a charge with, or participating in any manner in an investigation, hearing or proceeding conducted by, the EEOC or similar federal
or state agency, but Employee hereby waives any and all rights to recover under, or by virtue of, any such investigation, hearing
or proceeding;


 


(C) Notwithstanding
anything set forth in this Agreement to the contrary, nothing in this Agreement shall affect or be used to interfere with Employee’s
protected right to test in any court, under the Older Workers’ Benefit Protection Act, or like statute or regulation, the
validity of the waiver of rights under ADEA set forth in this Agreement; and


 


(D) Nothing in this
Agreement shall be deemed a waiver or release of, or preclude Employee from exercising, Employee’s rights, if any (i) under
Section 601-608 of the Employee Retirement Income Security Act of 1974, as amended, popularly known as COBRA, (ii) Employer's
401(k) plan, (iii) with respect to options to purchase shares of Employer’s common stock that
have vested as of the Resignation Date only, under the applicable Stock Option and Incentive Plan(s) and the corresponding Stock
Option Agreement(s), and (iv) with respect to restricted awards of Employer’s common stock that have vested (i.e.,
the restrictions have lapsed) as of the Resignation Date only, under the applicable Stock Option and Incentive Plan(s) and the
corresponding Restricted Stock Agreement(s).


 


14.Opportunity For Review.


 


(A)Employee
is hereby advised and encouraged by Employer to consult with his own independent counsel before signing this Agreement.
Employee represents and warrants that Employee (i) has had sufficient opportunity to consider
this Agreement, (ii) has read this Agreement, (iii) understands all the terms and conditions hereof, (iv) is not incompetent or
had a guardian, conservator or trustee appointed for Employee, (v) has entered into this Agreement of Employee’s own free
will and volition, (vi) has duly executed and delivered this Agreement, (vii) understands that Employee is responsible for
Employee’s own attorney’s fees and costs, (viii) has been advised and encouraged by Employer
to consult with Employee's own independent counsel before signing this Agreement (ix) has had the opportunity to review this Agreement
with counsel of his choice or has chosen voluntarily not to do so, (x) understands that Employee
has been given twenty-one (21) days to review this Agreement before signing this Agreement and understands that he is free to use
as much or as little of the 21-day period as he wishes or considers necessary before deciding to sign this Agreement and (xi) understands
that this Agreement is valid, binding, and enforceable against the parties hereto in accordance with its terms. 


 


(B)This
Agreement shall be effective and enforceable on the eighth (8th) day after execution and delivery to Employer (Attn: Tom
Tartaro) by Employee. The parties hereto understand and agree that Employee may revoke this Agreement
after having executed and delivered it to Employer (Attn: Tom Tartaro), in writing, provided such writing is received by Employer
no later than 11:59 p.m. on the seventh (7th) day after Employee’s execution and delivery of this Agreement to Employer.
If Employee revokes this Agreement, it shall not be effective or enforceable and Employee shall not be entitled to receive the
Retention Payment or Option Extension.


 



    	 



    	 



    




15.Section 409A


 


(A)This Agreement
is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)
and the regulations promulgated thereunder (“Section 409A”). To the extent that any provision in this Agreement
is ambiguous as to its compliance with Section 409A, the provision shall be read in such a manner so that no payments due under
this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. For purposes
of Section 409A, each payment made under this Agreement shall be treated as a separate payment. In no event may Employee, directly
or indirectly, designate the calendar year of payment. Employee understands that any tax liability incurred by Employee under Section
409A is solely the responsibility of Employee.


 


(B)All reimbursements, if any,
provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicable,
the requirement that (i) any reimbursement is for expenses incurred during Employee’s lifetime (or during a shorter period
of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect
the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made
on or before the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement
is not subject to liquidation or exchange for another benefit.


 


 


16.Amendment;
Entire Agreement. The provisions of this Agreement may be amended, waived or canceled only by mutual agreement of the parties
in writing. Except as otherwise noted herein this Agreement constitutes the entire agreement between the parties concerning the
subject matter hereof and supersedes all prior and contemporaneous agreements, if any, between the parties relating to the subject
matter hereof.


 


17.Headings. All captions and
section headings used in this Agreement are for convenient reference only and do not form a part of this Agreement.


 


18.Counterparts. This Agreement
may be signed in counterparts, each of which shall be deemed an original but all of which shall be deemed to constitute a single
instrument. The parties agree that signatures delivered via facsimile, electronic mail (including pdf) or other transmission method
shall be deemed to have been duly and validly delivered, are true and valid signatures for all purposes hereunder and shall bind
the parties to the same extent as that of original signatures.


 


[Signature page follows]


 









    	 



    	 



    

 


Agreed to and accepted on this 1st
day of August, 2013.


 





	Witness:	 	EMPLOYEE:
	 	 	 	 
	/s/ Steven P. Ruse	 	/s/ Donald Meisner
	 	 	Donald Meisner
	 	 	 	 
	 	 	 	 
	Agreed to and accepted on this 1st day of August, 2013.
	 	 	 	 
	 	 	 	 
	 	 	EMPLOYER:
	 	 	 	 
	 	 	DILIGENT BOARD MEMBER SERVICES,INC.
	 	 	 	 
	 	 	 	 
	 	 	By: 	/s/ Carl Blandino
	 	 	 	By: Carl Blandino
	 	 	 	Its: Chief Financial Officer




 






    	 



    	 



    




Exhibit 10.2


 


REAFFIRMATION OF TRANSITION, SEPARATION
AND GENERAL RELEASE AGREEMENT


 


1.Capitalized terms used but not defined
in this Reaffirmation of Transition, Separation and General Release Agreement (“Reaffirmation”) shall have the
meaning set forth in the Transition, Separation and General Release Agreement (the “Agreement”) between DONALD
MEISNER and DILIGENT BOARD MEMBER SERVICES, INC., a copy of which is attached hereto.


 


2.Employee hereby affirms the validity
of the general release of the Released Parties set forth in Section 4 of the Agreement and all other provisions of the Agreement.
Employee also affirms that Employee is not in default of any provision of the Agreement or the Covenants Agreement. Employee acknowledges
that the Agreement is complete, true, accurate, valid and in full force and effect as of the date below.


 


3.In consideration of the Retention
Payment and Option Extension set forth in Section 6 of the Agreement, Employee (on his own behalf and on behalf of his heirs, executors,
administrators, trustees, legal representatives, successors and assigns) hereby unconditionally and irrevocably releases, waives,
discharges and gives up, to the full extent permitted by law, any and all Claims (as defined below) that Employee may have against
any of the Released Parties, arising on or prior to the date of Employee’s execution and delivery of this Reaffirmation to
Employer. “Claims” shall have the meaning set forth in Section 4 of the Agreement. This Section 3 releases all
Claims including those of which Employee is not aware and those not mentioned in the Agreement or this Reaffirmation. Employee
specifically releases any and all Claims arising out of Employee’s employment with Employer or separation therefrom. Employee
expressly acknowledges and agrees that, by entering into this Reaffirmation, Employee is releasing and waiving any and all Claims
including, without limitation, Claims that Employee may have arising under ADEA, which have arisen on or before the date of Employee's
execution and delivery of this Reaffirmation to Employer.


 


4.Employer and Employee acknowledge
and agree that:


 


(A)By entering in the Agreement
and this Reaffirmation, Employee does not waive any rights or Claims, including, without limitation, Claims that Employee may have
arising under ADEA, that may arise after the date that Employee executes and delivers this Reaffirmation to Employer;


 


(B)Neither the Agreement nor this
Reaffirmation shall affect the rights and responsibilities of the Equal Employment Opportunity Commission (the “EEOC”)
or similar federal or state agency to enforce ADEA and other laws, and further acknowledge and agree that neither the Agreement
nor this Reaffirmation shall be used to justify interfering with Employee’s protected right to file a charge or participate
in an investigation or proceeding conducted by the EEOC or similar federal or state agency. Accordingly, nothing in the Agreement
or this Reaffirmation shall preclude Employee from filing a charge with, or participating in any manner in an investigation, hearing
or proceeding conducted by, the EEOC or similar federal or state agency, but Employee hereby waives any and all rights to recover
under, or by virtue of, any such investigation, hearing or proceeding;


 



    	 



    	 



    




(C)Notwithstanding anything set
forth in the Agreement or this Reaffirmation to the contrary, nothing in the Agreement or this Reaffirmation shall affect or be
used to interfere with Employee’s protected right to test in any court, under the Older Workers’ Benefit Protection
Act, or like statute or regulation, the validity of the waiver of rights under ADEA set forth in the Agreement or this Reaffirmation;
and


 


(D)Nothing in the
Agreement or this Agreement shall be deemed a waiver or release of, or preclude Employee from exercising, Employee’s rights,
if any (i) under Section 601-608 of the Employee Retirement Income Security Act of 1974, as amended, popularly known as COBRA,
(ii) Employer’s 401(k) plan, (iii) with respect to options to purchase shares of Employer’s
common stock that have vested as of the Resignation Date only, under the applicable Stock Option and Incentive Plan(s) and the
corresponding Stock Option Agreement(s), and (iv) with respect to restricted awards of Employer’s common stock that have
vested (i.e., the restrictions have lapsed) as of the Resignation Date only, under the applicable Stock Option and Incentive
Plan(s) and the corresponding Restricted Stock Agreement(s).


 


5.(A)Employee is hereby advised
and encouraged by Employer to consult with his own independent counsel before signing this Reaffirmation. Employee represents
and warrants that he (i) has had sufficient opportunity to consider this Reaffirmation, (ii) has read this Reaffirmation, (iii)
understands all the terms and conditions hereof, (iv) is not incompetent or had a guardian, conservator or trustee appointed for
him, (v) has entered into this Reaffirmation Agreement of his own free will and volition, (vi) has duly executed and delivered
this Reaffirmation, (vii) understands that he is responsible for Employee’s own attorney’s fees and costs, (viii) has
had the opportunity to review this Reaffirmation with counsel of his choice or has voluntarily chosen not to do so, (ix) understands
that he has been given more than twenty-one days to review this Reaffirmation before signing it and understands that if he does
not sign and return this Reaffirmation to Employer (Attn: Tom Tartaro) on, or within three (3) business days following (but not
before), the Resignation Date, Employee shall not receive the Retention Payment or Option Extension set forth in Section 6 of the
Agreement, and (x) understands that this Reaffirmation is valid, binding and enforceable against Employee in accordance with its
terms.


 


(B)This Reaffirmation shall be
effective and enforceable on the eighth (8th) day after its execution and delivery by Employee. Employee may revoke this Reaffirmation
after having executed and delivered it to Employer by so advising Employer (Attn: Tom Tartaro) in writing no later than 11:59
p.m. on the seventh (7th) day after Employee’s execution and delivery of this Reaffirmation to Employer. If Employee revokes
this Reaffirmation, it shall not be effective or enforceable and Employee shall not be entitled to receive the Retention Payment
or Option Extension set forth in Section 6 of the Agreement, and (x) understands that this Reaffirmation is valid, binding and
enforceable against Employee in accordance with its terms. 


 


[Signature page follows]


 









    	 



    	 



    

Agreed to and accepted by, on this
____ day of ___________, 2013


 


	Witness:	 	EMPLOYEE:
	 	 	 	 
	 	 	 
	 	 	Donald Meisner
	 	 	 	 
	 	 	 	 
	Agreed to and accepted on this ___ day of _______,
    2013.
	 	 	 	 
	 	 	 	 
	 	 	EMPLOYER:
	 	 	 	 
	 	 	DILIGENT BOARD MEMBER SERVICES,INC.
	 	 	 	 
	 	 	 	 
	 	 	By: