Exhibit 10.1


DIRECTOR AGREEMENT


DIRECTOR
AGREEMENT (this “Agreement”) made as of the 01 day of June 2015 by and between Drone Aviation Holding
Corp., a Nevada corporation (the “Company”) and Jay Nussbaum (“Nominee”).


WHEREAS,
the Company desires to attract and retain a director who will consent to serve as Chairman of the Board of Directors of the Company
(the “Board”); and


WHEREAS,
the Company believes that Nominee possesses valuable qualifications and abilities to serve on the Company’s Board and as
its Chairman.


NOW,
THEREFORE, the parties agree as follows:


1. Service
to the Board. 


(a) Service
as a Director. Nominee consents to serve as the Chairman of the Board of Directors of the Company for a term of two (2)
years if elected or appointed and, upon appointment or election to the Board of the Company, to serve as a member of the Board
of the Company.


Nominee
agrees that upon appointment or election he will dutifully perform his responsibilities as a director in good faith, in accordance
with applicable law, and in accordance with the Articles of Incorporation, bylaws and other policy and procedures applicable to
such service. Upon appointment to the Board, Nominee shall resign from the Board of Directors of the Company, upon the request
of the Chief Executive.


Nominee
understands that this Agreement does not constitute an offer to serve as a director of the Company, or as an employee, or in any
other capacity and that appointment shall only occur by vote of the Board or shareholders of the Company. Nominee understands and
agrees that if the Company offers Nominee employment, the Company will request a background check consisting of a criminal history
and other background checks to be used solely for employment-related purposes and understands an offer and any position will be
contingent on the receipt and evaluation of the background check report.


(b) Service
on Committees. Nominee will serve on the following committees and in the capacities stated:


	 	Member 	 	Chairperson 
	Audit Committee 	X	 	----
	Compensation/Nominating Committee 	X	 	----
	 	 	 	 


 To
the extent Nominee serves as Audit Committee Chairperson, Nominee represents that Nominee possesses the necessary skills and experience
by which he is qualified to serve as a qualified financial expert for purposes of such position, and before the United States
Securities and Exchange Commission (“SEC”).


 



    	 



    	 



    

 


2. Compensation
and Expenses. 


(a) Compensation.
The Company agrees to adopt or has adopted compensation plans for directors applicable to Nominee, in the event Nominee becomes
a director, as follows:


		·	Annual fee of $48,000, payable in monthly
installments in accordance with the Company’s past accounting practices;



		·	2,000,000 shares of restricted common stock of the Company, subject
to reverse monthly vesting over a successive twenty-four (24) month period based on Mr. Nussbaum’s continued service to the
Company;



		·	Three-year options to purchase up to 5,000,000
shares of the Company’s common stock at an exercise price of $0.25 per share, vesting as follows:



		o	(i) 20% of the above options shall vest at any time between June 1, 2015 and June 1, 2017 when
an aggregate of $1,000,000 in revenue is recorded based upon Nominee’s direct business development efforts;



		o	(ii) another 20% of the above options shares shall vest at any time between June 1, 2015 and
                                                             June 1, 2017 when an additional aggregate of $1,000,000 in revenue is recorded based upon Nominee’s direct business
                                                             development efforts;



		o	(iii) another 20% of the above options shares shall vest at any time between June 1, 2015
                                                             and June 1, 2017 when an additional aggregate of $1,000,000 in revenue is recorded based upon Nominee’s direct business
                                                             development efforts;



		o	(iv) another 20% of the above options shares shall vest at any time between June 1, 2015 and
                                                             June 1, 2017 when an additional aggregate of $1,000,000 in revenue is recorded based upon Nominee’s direct business
                                                             development efforts; and



		o	(v) another 20% of the above options shares shall vest at any time between June 1, 2015 and
                                                             June 1, 2017 when an additional aggregate of $1,000,000 in revenue is recorded based upon Nominee’s direct business
                                                             development efforts.



		·	Three-year options to purchase up to 3,000,000
shares of the Company’s common stock at an exercise price of $0.25 per share, vesting in two (2) equal installments on each
annual anniversary of the date of this Agreement. 



(b) Expenses.
The Company shall reimburse Nominee for all reasonable and necessary out-of-pocket expenses, including travel, incurred in connection
with the performance of Nominee’s duties as a director on behalf of the Company (“Expenses”), upon
submission of adequate documentation therefor.


(c) Insurance.
The Company presently maintains a policy of directors’ and officers’ insurance coverage with a liability limit of $2,000,000
(“D&O Insurance”). In the event any notice of termination or significant change in coverage or terms
of D&O Insurance are received by the Company, prompt written notice shall be provided Nominee for so long as he serves as a
director of the Company and during any subsequent period during which Nominee may be entitled to the benefit of such D&O Insurance.


3. Confidentiality.
Nominee acknowledges that he shall be obtaining access to certain confidential information concerning the Company and its plans
and affairs, including, but not limited to, business methods, systems, scheduling, financial data, intellectual property and strategic
plans which are unique assets (“Confidential Information”). Nominee covenants and agrees to not, directly
or indirectly, in any manner, utilize or disclose to any person, firm or entity, such Confidential Information.


4.
Termination. This Agreement shall terminate upon resignation or removal of Nominee as a director of the Company, provided
that any provision of this Agreement not capable of performance prior to termination shall survive, shall survive such termination
for the period necessary for performance.


5.
Assignment. The duties and obligations of Nominee under this Agreement are personal and therefore Nominee may not
assign any right or duty under this Agreement without the prior written consent of the Company.


6.
Counterparts. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute
one instrument. Facsimile execution and delivery of this Agreement is legal, valid and binding for all purposes.


[Signature Page Follows]


 



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IN WITNESS
WHEREOF, the parties hereto have caused this Agreement to be duly executed and signed as of the day and year first above written.


	 
	 
	 DRONE AVIATION HOLDING CORP.
	By: _____________________________
	Name: Felicia A. Hess
	Title: Chief Executive Officer
	 
	NOMINEE:
	 
	________________________________
	Name:        Jay H. Nussbaum
	
        Address: 9324 Georgetown Pike

        Great Falls VA 22066

	
        _________________________________

        SS#______________________________

        Place of Birth:______________________



 




 


 


 


 


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