8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 21, 2014

I.D. SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-15087	22-3270799
(State or other	(Commission	(IRS Employer
jurisdiction of	File Number)	Identification No.)
incorporation)

123 Tice Boulevard, Woodcliff Lake, New Jersey	07677
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (201) 996-9000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Norman L. Ellis has been appointed to serve as the Chief Operating Officer of I.D. Systems, Inc. (the “Company”), effective as of July 21, 2014. Mr. Ellis’ appointment to serve as the Chief Operating Officer is on an at-will basis, in accordance with the terms set forth in an offer letter, which was accepted by Mr. Ellis on July 21, 2014 (the “Offer Letter”). In accordance with the Offer Letter, Mr. Ellis will receive a base salary of $300,000 per year and in 2014, will be eligible to receive a prorated cash bonus in the amount of up to $200,000 based on the Company’s financial performance. Mr. Ellis also will be entitled to participate in the Company’s benefit plans and programs. Pursuant to the Offer Letter, on July 21 2014, Mr. Ellis received 50,000 restricted shares of common stock, par value $0.01 per share (“Common Stock”), of the Company under the Company’s 2007 Equity Compensation Plan, all of which shares will become fully vested on the third anniversary of the date of grant provided that Mr. Ellis continues to be an employee of the Company on such anniversary. On July 21, 2014, Mr. Ellis also received options to purchase up to 100,000 shares of Common Stock, at $5.24 per share, the closing price per share of the Common Stock on the date of grant, one-third of which options will vest on each anniversary of the date of grant provided that Mr. Ellis continues to be an employee of the Company on each such anniversary. The options are subject to the terms and conditions of a stock option grant agreement, dated July 21, 2014, between the Company and Mr. Ellis (the “Option Agreement”).

Prior to joining us, from November 2013 until June 2014, Mr. Ellis, age 57, served as Vice President Sales, Services and Marketing for Omnitracs, Inc. (“Omnitracs”), a provider of integrated wireless systems, applications and services for transportation and logistics companies and a division of Qualcomm Incorporated, a publicly-traded company engaged in the development and commercialization of wireless technologies (“Qualcomm”). From 2008 until November 2013, Mr. Ellis served as Vice President Sales, Services and Marketing for Qualcomm. Mr. Ellis has held several other positions with Qualcomm, including Vice President and General Manager from 2004 to 2008, Vice President-Homeland Security Solutions from 2002 to 2003, Vice President-New Markets from 2000 to 2001 and Director Product Development from 1998 to 1999. He also served as Senior Vice President of Sales and Marketing for Service Transport Inc., a commercial motor carrier of bulk liquids, from 1993 to 1998. Mr. Ellis also has held various positions with Overnite Transportation Inc. (now known as UPS Ground Freight, Inc.), a provider of transportation services, and with Mason and Dixon Lines, a provider of trucking and logistic solutions. Mr. Ellis holds a Bachelor of Arts degree in Business Administration from Emory and Henry College.

The foregoing description of each of the Offer Letter and the Option Agreement is intended to be a summary and is qualified in its entirety by reference to such document, which is attached as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and is incorporated by reference herein. The press release announcing Mr. Ellis’ appointment as the Company’s Chief Operating Officer is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit 10.1 – Offer Letter, dated July 21, 2014, between I.D. Systems, Inc. and Norman L. Ellis

Exhibit 10.2 – Stock Option Grant Agreement, dated July 21, 2014, between I.D. Systems, Inc. and Norman L. Ellis

Exhibit 99.1 – Press release dated July 22, 2014

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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

Date: July 22, 2014

EXHIBIT INDEX

Exhibit Number	Description
10.1	Offer Letter, dated July 21, 2014, between I.D. Systems, Inc. and Norman L. Ellis.
10.2	Stock Option Grant Agreement, dated July 21, 2014, between I.D. Systems, Inc. and Norman L. Ellis
99.1	Press release dated July 22, 2014

EX-10.1

Exhibit 10.1

[I.D. SYSTEMS LOGO]

July 15, 2014

Norman Ellis

15160 Saddlebrook Court

Poway, CA 92064

Dear Norman:

On behalf of I.D. Systems, Inc. (“Company”), I am pleased to offer you the position of Chief Operating Officer, reporting directly to the Company’s President and Chief Executive Offer, Ken Ehrman. Your start date will be July 21, 2014. The terms of the offer are outlined below.

Cash Compensation

Your annual base salary will be $300,000, and will be paid in accordance with the Company’s semi-monthly payroll. In 2014, you will be eligible to receive a prorated cash bonus in the amount of $200,000. The bonus will be earned upon the successful completion of the Company’s 2014 objectives. To be eligible, you understand and agree that you must be employed with the Company as of the end of the bonus period.

Stock Compensation

You will be granted options for the purchase of 100,000 shares of I.D. Systems, Inc. common stock. The options will vest over three years, with the first vesting occurring on the first anniversary of the date of grant, which is your start date. The options will have an exercise price equal to the fair market value of the stock at the date of the grant.

Additionally, you will receive 50,000 shares of restricted stock that have a three year cliff vest. These shares will become fully vested on the third anniversary of the date of the grant, provided that you are an employee of the Company on the anniversary date.

During your employment with the Company, you will be entitled to all of the Company’s current customary employee benefits. A highlight of our benefits includes:

1. Health Insurance: Commencing on the first day of employment, you will be eligible to enroll in the Company’s Health Plan. Commencing on the first of the month after your start date, you will be eligible to enroll in the Company’s Dental plan.

2. Vision Insurance: Commencing on the first day of your employment, you will be eligible to enroll in the Company’s Vision Care Plan.

3. Section 125 Flexible Spending: Commencing on the first of the month following your start date, you will be eligible to enroll in the Company’s Flexible Spending Plan.

4. Company Savings Plan: Within the first month of your employment, you will be automatically enrolled in the Company’s 401(k) plan with the ability to cease participation or change your contribution at any time. The Company does not currently match contributions to the plan.

5. Voluntary short-term disability, long-term disability, and voluntary life insurance.

Your employment is contingent upon receipt of proof of eligibility to work in the United States. This offer is additionally contingent upon successful completion of our reference checking processes and background investigation (which may include: criminal, consumer credit, driving and check of educational credentials), and your execution and delivery of the Company’s Confidentiality and Non-Competition Agreement (a copy of which is enclosed herewith). Employment with the Company is "at will."

Congratulations, Norm! We are excited to have you as part of our team, and I am personally looking forward to working with you. Please sign and date one copy of this letter and return it to me together with the executed original Confidentiality and Non-Competition Agreement.

Sincerely,

/s/ Lindsay Estelle

Lindsay Estelle

Human Resources Manager

/s/ Norman Ellis	July 21, 2014
Norman Ellis	Date

EX-10.2

Exhibit 10.2

STOCK OPTION GRANT AGREEMENT

THIS STOCK OPTION GRANT AGREEMENT (the “Grant Agreement”) is made and entered into by and between I.D. Systems, Inc., a Delaware Corporation (the “Company”) and the following individual:

Name:	Norman Ellis (the “Optionee”)
Address	3061 Silent Wind Way, Henderson, NV 89052

The Optionee is granted an option (the “Option”) to purchase common stock, par value $0.01 per share, of the Company (“Common Stock”), subject in all events to the terms and conditions of this Grant Agreement, as follows:

A. DATE OF GRANT: July 21, 2014

B. TYPE OF OPTION: Nonstatutory Stock Option

C. TOTAL SHARES OF COMMON STOCK COVERED BY OPTION: 100,000 shares (collectively, the “Shares”)

D. EXERCISE PRICE OF OPTION: Fair Market Value (as defined herein) of the Common Stock on July 21, 2014 ($5.24 per Share) (the “Exercise Price”).

E. EXPIRATION DATE: July 21, 2024 (the “Expiration Date”)

F. VESTING SCHEDULE: The Option will vest in equal installments over three years, with the first vesting occurring on the first anniversary of the date of the grant. Notwithstanding the foregoing, the Option may not be exercised with respect to any Shares on or after the earlier of (1) the date the Option terminates and is canceled in accordance with this Grant Agreement and (2) the Expiration Date.

G. EXERCISE OF OPTION FOLLOWING TERMINATION OF SERVICE: This Option may be exercised for up to 90 days after the Optionee ceases to be a Service Provider (as defined herein), except that if such cessation results from the death or Disability (as defined herein) of the Optionee, this Option may be exercised for up to 365 days after the Optionee ceases to be a Service Provider. In no event shall this Option be exercised later than the Expiration Date as provided above and in no event shall this Option be exercised for more Shares than the Shares which otherwise have vested as of the date of cessation of status as a Service Provider. Notwithstanding the foregoing, if the Optionee’s service or employment with the Company terminates for Cause (as defined herein), the Option shall not be exercisable following the effective date of such termination of service or employment.

H. METHOD OF EXERCISE. This Option is exercisable by delivery of an exercise notice in the form attached as Exhibit A (the “Exercise Notice”) which shall state the election to exercise the Option, the number of Shares with respect to which the Option is being exercised (the “Exercised Shares”), and such other representations and agreements as may be required by the Company. The Exercise Notice shall be completed by the Optionee and delivered to the Company. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price for the Exercised Shares. This Option shall be deemed to be exercised upon receipt by the Company of the fully executed Exercise Notice accompanied by the aggregate Exercise Price. Notwithstanding the foregoing, no Exercised Shares shall be issued unless such exercise and issuance complies with the requirements relating to the administration of stock option plans and other applicable equity plans under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted, and the applicable laws of any foreign country or jurisdiction where stock grants or other applicable equity grants are made by the Company; assuming such compliance, for income tax purposes the Exercised Shares shall be considered transferred to the Optionee on the date the Option is exercised with respect to such Shares.

I. METHOD OF PAYMENT. Payment of the aggregate Exercise Price shall be by any of the following, or a combination thereof:

1. cash;

2. check; or

3. such other form of consideration as the Company’s Board of Directors or Compensation Committee thereof (the “Administrator”) shall determine in its discretion, provided that such form of consideration is permitted by applicable law.

Upon exercise of the Option by the Optionee and prior to the delivery of such Exercised Shares, the Company shall have the right to require the Optionee to remit to the Company cash in an amount sufficient to satisfy applicable Federal and state tax withholding requirements.

J. TAX CONSEQUENCES OF OPTION. Some of the federal income tax consequences relating to the grant and exercise of this Option, as of the date of this Option, are set forth below. THE FOLLOWING DESCRIPTION OF FEDERAL INCOME TAX CONSEQUENCES IS NECESSARILY INCOMPLETE (AS THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE), AND ASSUMES THAT THE EXERCISE PRICE OF THIS OPTION IS NO LESS THAN THE FAIR MARKET VALUE OF THE COMMON STOCK UNDERLYING THE OPTION AT THE DATE OF GRANT. MOREOVER, THIS SUMMARY ONLY ADDRESSES THE FEDERAL INCOME TAX CONSEQUENCES UNDER THE LAWS OF THE UNITED STATES, AND DOES NOT ADDRESS WHETHER AND HOW THE TAX LAWS OF ANY OTHER JURISDICTION MAY APPLY TO THIS OPTION OR TO THE OPTIONEE. ACCORDINGLY, THE OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF ANY EXERCISED SHARES.

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1. Grant of the Option. The grant of an Option generally will not result in the imposition of a tax under the federal income tax laws.

2. Exercising the Option. The Optionee may incur regular federal income tax liability upon exercise of a Nonstatutory Stock Option (“NSO”). The Optionee will be treated as having received compensation income (taxable at ordinary income tax rates) equal to the excess, if any, of the Fair Market Value of the Exercised Shares on the date of exercise over their aggregate Exercise Price. If the Optionee is an Employee or a former Employee, the Company will be required to withhold from his or her compensation or collect from the Optionee and pay to the applicable taxing authorities an amount in cash equal to a specified percentage of this compensation income at the time of exercise, and may refuse to honor the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise.

3. Disposition of Shares. If the Optionee holds NSO Shares for at least one year, any gain realized on disposition of the Shares will be treated as long-term capital gain for federal income tax purposes.

K. NON-TRANSFERABILITY OF OPTION. Unless otherwise consented to in advance in writing by the Company, this Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of the Optionee only by the Optionee. The terms of this Grant Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee.

L. Adjustments Upon Changes in Capitalization, Dissolution, Merger or Asset Sale. The provisions of Section 15 of the Company’s 2007 Equity Compensation Plan (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Plan”), be and hereby are, incorporated by reference and shall apply to the Option as if the Option were made under the Plan. By your signature to this Grant Agreement below, you hereby acknowledge that you have received and reviewed a copy of the Plan. In the case of any conflict between the Plan and this Grant Agreement, this Grant Agreement shall control.

M. SECURITIES MATTERS. All Shares and Exercised Shares shall be subject to the restrictions on sale, encumbrance and other disposition provided by Federal or state law. As a condition precedent to the Optionee’s acquisition of Exercised Shares, the Company may require that the Optionee submit a letter to the Company stating that such Shares are being acquired for investment and not with a view to the distribution thereof. The Company shall not be obligated to sell or issue any Shares or Exercised Shares pursuant to this Grant Agreement unless, on the date of sale and issuance thereof, such Shares are either registered under the Securities Act of 1933, as amended, and all applicable state securities laws, or are exempt from registration thereunder. Any such Shares acquired by the Optionee may bear a restrictive legend summarizing any restrictions on transferability applicable thereto, including those imposed by Federal and state securities laws. Notwithstanding anything to the contrary contained herein, in the event that the Company at any time ceases to be eligible to use Form S-8, or any then effective Form S-8 (or successor form) ceases to be effective for any reason, the Company shall have no obligation or liability to sell or issue any Shares or Exercised Shares pursuant to this Grant Agreement unless and until such eligibility or effectiveness is restored.

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N. DEFINED TERMS. For purposes of this Grant Agreement, the following terms shall have the following meanings:

“Cause”, with respect to any Service Provider, means (unless otherwise determined by the Administrator) such Service Provider’s (i) conviction of, or plea of nolo contendere to, a felony or crime involving moral turpitude; (ii) fraud on or misappropriation of any funds or property of the Company; (iii) personal dishonesty, willful misconduct, willful violation of any law, rule or regulation (other than minor traffic violations or similar offenses) or breach of fiduciary duty which involves personal profit; (iv) willful misconduct in connection with the Service Provider’s duties; (v) chronic use of alcohol, drugs or other similar substances which affects the Service Provider’s work performance; or (vi) material breach of any provision of any employment, non-disclosure, non-competition, nonsolicitation or other similar agreement executed by the Service Provider for the benefit of the Company, all as reasonably determined by the Administrator, which determination will be conclusive.

“Code” means the Internal Revenue Code of 1986, as amended.

“Consultant” means any person, including an advisor, engaged by the Company or a Parent or Subsidiary to render services to such entity, other than an Employee or a Director.

“Director” means a member of the Board of Directors of the Company.

“Disability” means total and permanent disability as defined in Section 22(e)(3) of the Code.

“Employee” means any person, including officers and directors, serving as an employee of the Company or any Parent or Subsidiary. An individual shall not cease to be an Employee in the case of (i) any leave of absence approved by the Company or (ii) transfers between locations of the Company or between the Company, its Parent, any Subsidiary or any successor. Neither service as Director nor payment of a Director’s fee by the Company shall be sufficient to constitute “employment” by the Company.

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“Fair Market Value” means, as of any date, the value of Common Stock determined as follows:

(i) if the Common Stock is listed on any established stock exchange or a national market system, including without limitation the The NASDAQ Global Market, the Fair Market Value of a Share of Common Stock shall be the closing sales price of a Share of Common Stock as quoted on such exchange or system for such date (or the most recent trading day preceding such date if there were no trades on such date), as reported in The Wall Street Journal or such other source as the Committee deems reliable;

(ii) if the Common Stock is regularly quoted by a recognized securities dealer but is not listed in the manner contemplated by clause (i) above, the Fair Market Value of a Share of Common Stock shall be the mean between the high bid and low asked prices for the Common Stock for such date (or the most recent trading day preceding such date if there were no trades on such date), as reported in The Wall Street Journal or such other source as the Committee deems reliable; or

(iii) if neither clause (i) above nor clause (ii) above applies, the Fair Market Value shall be determined in good faith by the Administrator based on the reasonable application of a reasonable valuation method.

“Parent” means a “parent corporation” of the Company, whether now or hereafter existing, as defined in Section 424(e) of the Code.

“Service Provider” means an Employee or Consultant.

“Subsidiary” means a “subsidiary corporation” of the Company, whether now or hereafter existing, as defined in Section 424(f) of the Code.

O. OTHER PLANS. No amounts of income received by the Optionee pursuant to this Grant Agreement shall be considered compensation for purposes of any pension or retirement plan, insurance plan or any other employee benefit plan of the Company or its subsidiaries, unless otherwise provided in such plan.

P. NO GUARANTEE OF CONTINUED SERVICE. THE OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING EMPLOYMENT WITH THE COMPANY (AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED AN OPTION OR PURCHASING SHARES HEREUNDER). THE OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS GRANT AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED EMPLOYMENT FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH THE OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE THE EMPLOYMENT RELATIONSHIP AT ANY TIME, WITH OR WITHOUT CAUSE.

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Q. ENTIRE AGREEMENT; GOVERNING LAW. This Grant Agreement and to the extent incorporated herein by reference, the Plan, constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and the Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee’s interest except by means of a writing signed by the Company and Optionee. This Grant Agreement is governed by the internal substantive laws, but not the choice of law rules, of the State of Delaware.

By your signature and the signature of the Company’s representative below, you and the Company agree that this Option is granted pursuant to and governed by the terms and conditions of this Grant Agreement. The Optionee has reviewed this Grant Agreement and to the extent incorporated herein by reference, the Plan, in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Agreement and fully understands all provisions of this Grant Agreement. The Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to this Grant Agreement. The Optionee further agrees to notify the Company upon any change in the residence address indicated herein.

OPTIONEE		I.D. SYSTEMS, INC.
/s/ Norman Ellis	By:	/s/ Kenneth S. Ehrman
Norman Ellis	Kenneth S. Ehrman, CEO
Print Name	Print Name/Title
Date: July 21, 2014	Date: July 21, 2014

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EXHIBIT A

EXERCISE NOTICE

I.D. Systems, Inc.

123 Tice Boulevard, Suite 101

Woodcliff Lake, NJ 07677

Attention:

1. Exercise of Option. Effective as of today, ________________, 20__, the undersigned ("Purchaser") hereby elects to purchase ______________ shares (the “Shares”) of the Common Stock of I.D. Systems, Inc. (the “Company”) under and pursuant to the Stock Option Grant Agreement dated July 21, 2014 (the “Option Agreement”). The purchase price for the Shares shall be $5.24, as required by the Option Agreement.

2. Delivery of Payment. Purchaser herewith delivers to the Company the full purchase price for the Shares.

3. Representations of Purchaser. Purchaser acknowledges that Purchaser has received, read and understood the Option Agreement and agrees to abide by and be bound by their terms and conditions. Unless the Company is a public corporation which has registered the shares issuable pursuant to the Option Agreement under the Securities Act of 1933, the Purchaser confirms the representations set forth below:

The Purchaser is acquiring the Shares for his/her own account and the Shares were acquired by him/her for the purpose of investment and not with a view to distribution or resale thereof in violation of the Securities Act of 1933 (the “Securities Act”). The Purchaser agrees not to resell or otherwise dispose of all or any part of the Shares purchased by him/her except as permitted by law, including, without limitation, any regulations under the Securities Act and other applicable securities laws. The Purchaser is able to bear the economic risk of this investment including a complete loss of the investment.

4. Rights as Shareholder. Until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company) of the Shares, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Shares covered by the Option, notwithstanding the exercise of the Option. The Shares so acquired shall be issued to the Optionee as soon as practicable after exercise of the Option. No adjustment will be made for a dividend or other right for which the record date is prior to the date of issuance, except as provided in Section L of the Option Agreement.

5. Tax Consultation. Purchaser understands that Purchaser may suffer adverse tax consequences as a result of Purchaser's purchase or disposition of the Shares. Purchaser represents that Purchaser has consulted with any tax consultants Purchaser deems advisable in connection with the purchase or disposition of the Shares and that Purchaser is not relying on the Company for any tax advice.

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6. Entire Agreement; Governing Law. The Option Agreement is incorporated herein by reference. This Agreement and the Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and the Purchaser with respect to the subject matter hereof, and may not be modified adversely to the Purchaser's interest except by means of a writing signed by the Company and Purchaser. This agreement is governed by the internal substantive laws, but not the choice of law rules, of the State of Delaware.

Submitted by:	Accepted by:
PURCHASER	I.D. SYSTEMS, INC.
	By:
Print Name	Print Name/Title
Date:	Date:

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EX-99.1

Wireless M2M solutions for Enterprise Assets

FOR IMMEDIATE RELEASE

CONTACTS:	For Financial Press	For Trade Press
	Matt Glover/Michael Koehler	Todd Felker
	Liolios Group, Inc.	Executive Vice President
	IDSY@liolios.com	tfelker@id-systems.com
	(949) 574-3860	(972) 398-7303

I.D. Systems Appoints Former Qualcomm VP,

Norman Ellis, as Chief Operating Officer

Woodcliff Lake, NJ, July 22, 2014—I.D. Systems, Inc. (NASDAQ: IDSY), a leading provider of wireless M2M asset management solutions, has appointed industry veteran Norman Ellis to the position of chief operating officer. Mr. Ellis will be responsible for I.D. Systems’ customer-facing operations, including sales, marketing, customer service, implementation and support.

Prior to joining I.D. Systems, Mr. Ellis spent 16 years at Omnitracs, a leading provider of fleet management solutions and a division of NASDAQ-listed Qualcomm. As vice president of sales, services and marketing for North America, he was responsible for nearly $400 million in annual sales and a technology upgrade program that drove a 78% CAGR in conversion revenues from 2007 to 2013.

In November 2013, Mr. Ellis played an active role in Qualcomm’s $800 million sale of Omnitracs to Vista Equity Partners and subsequently helped the company secure hundreds of millions in financing and acquire Roadnet Technologies, a global provider of fleet and mobile management software.

“With 35 years of hands-on experience managing sales and operations for global transportation and M2M asset management companies, Norm is an ideal candidate to take on a broad range of responsibilities to help I.D. Systems manage our next phase of growth,” said Kenneth Ehrman, I.D. Systems’ chairman and CEO. “Norm was a key contributor in establishing Qualcomm as a global leader in over-the-road fleet management solutions, and we believe his experience and leadership will help I.D. Systems expand our penetration and share of the growing worldwide market for wireless industrial vehicle management systems and transportation asset management solutions.”

“I am thrilled to have the opportunity to join I.D. Systems at this exciting inflection point in its history,” said Mr. Ellis. “With new management, a focus on process excellence, a fresh approach to address market needs, industry-leading wireless M2M solutions, and a marquee global customer base, I.D. Systems seems clearly poised to enter a new era of growth. I look forward to contributing to that growth.”

Prior to his career at Qualcomm, Mr. Ellis held vice president and senior vice president positions with Service Transport, Overnite Transportation, and Mason and Dixon Lines. He received a B.A. in Business Administration from Emory and Henry College in Virginia, and completed executive development programs at Stanford University and the University of Virginia Darden School of Business.

I.D. Systems Announces Inducement Grant Under NASDAQ Listing Rule 5635(c)(4)

In connection with his appointment as chief operating officer of I.D. Systems, on July 21, 2014, Mr. Ellis received options to purchase up to 100,000 shares of I.D. Systems’ common stock, at a price equal to $5.24 per share, the closing price per share of the common stock on the date of grant. One-third of the options will vest on each anniversary of the date of grant provided that Mr. Ellis continues to be an employee of I.D. Systems on each such anniversary. The options will expire after ten years. The options were granted outside of I.D. Systems’ stockholder-approved equity compensation plans as an inducement material to Mr. Ellis’ entering into employment with I.D. Systems. The options were approved by the Compensation Committee of I.D. Systems’ Board of Directors, which is comprised of independent directors, and granted in reliance on NASDAQ Listing Rule 5635(c)(4), which requires public announcement thereof.

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Wireless M2M solutions for Enterprise Assets

About I.D. Systems

Headquartered in Woodcliff Lake, New Jersey, with subsidiaries in Texas, Germany, and the United Kingdom, I.D. Systems, Inc. is a leading global provider of wireless M2M solutions for securing, controlling, tracking, and managing high-value enterprise assets, including industrial vehicles, rental cars, trailers, containers, and cargo. The company’s patented technologies address the needs of organizations to monitor and analyze their assets to increase efficiency and productivity, reduce costs, and improve profitability. For more information, please visit www.id-systems.com.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward looking statements within the meaning of federal securities laws. Forward-looking statements include statements with respect to I.D. Systems’ beliefs, plans, goals, objectives, expectations, anticipations, assumptions, estimates, intentions, and future performance, and involve known and unknown risks, uncertainties and other factors, which may be beyond I.D. Systems’ control, and which may cause its actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. All statements other than statements of historical fact are statements that could be forward-looking statements. For example, forward-looking statements include: statements regarding prospects for additional customers; market forecasts; potential barriers to competition; projections of earnings, revenues, synergies, accretion or other financial information; expectations for growth of the business; and plans, strategies and objectives of management for future operations. The risks and uncertainties referred to above include, but are not limited to, future economic and business conditions, the loss of key customers or reduction in the purchase of products by any such customers, the failure of the market for I.D. Systems’ products to continue to develop, the possibility that I.D. Systems may not be able to integrate successfully the business, operations and employees of acquired businesses, the inability to protect I.D. Systems’ intellectual property, the inability to manage growth, the effects of competition from a variety of local, regional, national and other providers of wireless solutions, and other risks detailed from time to time in I.D. Systems’ filings with the Securities and Exchange Commission, including its annual report on Form 10-K for the year ended December 31, 2013. These risks could cause actual results to differ materially from those expressed in any forward looking statements made by, or on behalf of, I.D. Systems. I.D. Systems assumes no obligation to update the information contained in this press release, and expressly disclaims any obligation to do so, whether as a result of new information, future events or otherwise.

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