Exhibit 10.14


 


EXECUTIVE EMPLOYMENT AGREEMENT


 


This Executive Employment
Agreement (this “Agreement”) is made as of the 1st day of October, 2016 by and between DroneUSA, Inc., a
Delaware corporation (the “Company”), and Michael Bannon, a natural person, residing in the State of Connecticut (“Executive”).


 


WHEREAS, the Company
wishes to employ Executive as its President and CEO of the Company and Executive wishes to accept such employment;


 


WHEREAS, the Company
and Executive wish to set forth the terms of Executive’s employment and certain additional agreements between Executive and the
Company.


 


NOW, THEREFORE, in
consideration of the foregoing recitals and the representations, covenants and terms contained herein, the parties hereto agree
as follows:


 


		1.	Employment Period



 


The Company will employ
Executive, and Executive will serve the Company, under the terms of this Agreement (the “Commencement Date”) for a term
of three (3) years unless earlier terminated under Section 4 hereof. The period of time between the commencement and the termination
of Executive’s employment hereunder shall be referred to herein as the “Employment Period.”


 


		2.	Duties and Status



 


The Company hereby
engages Executive as its President and CEO on the terms and conditions set forth in this Agreement. including the terms and conditions
of the Employee Proprietary Information, Inventions, and Non-Competition Agreement attached hereto as Exhibit A and incorporated
herein (the “Non-Disclosure Agreement”). Executive agrees to devote the Executive’s entire business time, attention and
energies to the business and interests of the Company during the Employment Period. During the Employment Period, Executive shall
report directly to the Board of Directors of the Company (the “Board”) and shall exercise such authority, perform such
executive functions and discharge such responsibilities as are reasonably associated with Executive’s position, commensurate with
the authority vested in Executive pursuant to this Agreement and consistent with the governing documents of the Company.


 


		3.	Compensation and Benefits



 


		(a)	Salary. During
                                         the Employment Period, the Company shall pay to Executive, as compensation for the performance
                                         of his duties and obligations under this Agreement, a base salary of $370,000.00 per
                                         annum, payable semi-monthly, provided, however, that the Company may
                                         elect to pay such salary in cash or stock or defer any cash payment until it has sufficient
                                         funds to do so.



 




    	 	 	 



     


    

  


		(b)	Bonus. During the Employment Period, Executive shall be eligible for a bonus to be paid
in cash, stock or both on terms that shall be mutually acceptable to the Board and Executive to meet mutually agreed to performance
goals.



 


		(c)	Equity. Upon execution of this Agreement, Executive shall receive _________ shares of the
Company’s common stock as founder’s stock.



 


		(d)	Options. Upon execution of this Agreement, Executive shall also be entitled to receive restricted
stock and stock options under the Company’s 2016 Stock Incentive Plan to acquire shares of the Company’s common stock at the discretion
of the Board.



 


		(e)	Other Benefits. During the Employment Period, Executive shall be entitled to participate
in all of the employee benefit plans, programs and arrangements of the Company in effect during the Employment Period which are
generally available to senior executives of the Company, subject to and on a basis consistent with the terms, conditions and overall
administration of such plans, programs and arrangements. In addition, during the Employment Period, Executive shall be entitled
to fringe benefits and perquisites comparable to those of other senior executives of the Company including, but not limited to,
standard holidays, twenty (25) days of vacation pay plus five (5) sick/personal days, to be



 


		(f)	senior executives.



 


		(g)	Business Expenses. During the Employment Period, the Company shall promptly reimburse Executive
for all appropriately documented, reasonable business expenses incurred by Executive in the performance of his duties under this
Agreement, including telecommunications expenses and travel expenses.



 


		4.	Termination of Employment



 


		(a)	Termination for Cause. The Company may terminate
Executive’s employment hereunder for Cause (defined below). For purposes of this Agreement and subject to Executive’s
opportunity to cure as provided in Section 4(c) hereof, the Company shall have Cause to terminate Executive’s employment
hereunder if such termination shall be the result of:



 


		(i)	a material breach of fiduciary duty or material breach
of the terms of this Agreement or any other agreement between Executive and the Company (including without limitation any agreements
regarding confidentiality, inventions assignment and non-competition);



 




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		(ii)	the commission by Executive of any act of embezzlement, fraud, larceny or theft on or from the
Company;



 


		(iii)	substantial and continuing neglect or inattention by Executive of the duties of his employment
or the willful misconduct or gross negligence of Executive in connection with the performance of such duties which remains uncured
for a period of fifteen (15) days following receipt of written notice from the Board specifying the nature of such breach;



 


		(iv)	the commission and indictment by Executive of any crime involving moral turpitude or a felony;
and



 


		(v)	Executive’s performance or omission of any act which becomes known to any of the customers, clients,
stockholders or regulators of the Company, and, as found by the Board, threatens to have or has a material and adverse impact on
the business of the Company.



 


		(b)	Termination for Good Reason. Executive shall have the right at any time to terminate his
employment with the Company upon not less than thirty (30) days prior written notice of termination for Good Reason (defined below).
For purposes of this Agreement and subject to the Company’s opportunity to cure as provided in Section 4(c) hereof, Executive shall
have Good Reason to terminate his employment hereunder if such termination shall be the result of:



 


		(i)	the Company’s material breach of this Agreement;



 


		(ii)	A requirement by the Company that Executive perform any act or refrain from performing any act
that would be in violation of any applicable law;



 


		(iii)	A material and substantial reduction of the Employee’s responsibilities that is inconsistent with
the Employee’s status as a senior executive of the Company, but in each case subject to the limitations on the Employee’s rights
and responsibilities set forth in Section 2; or



 


		(iv)	A requirement that Executive relocate his permanent residence more than thirty (30) miles from
his current address.



 




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		(c)	Notice and Opportunity to Cure. Notwithstanding the foregoing, it shall be a condition precedent
to the Company’s right to terminate Executive’s employment for Cause and Executive’s right to terminate for Good Reason that (i)
the party seeking termination shall first have given the other party written notice stating with specificity the reason for the
termination (“breach”) and (ii) if such breach is susceptible of cure or remedy, a period of fifteen (15) days from and
after the giving of such notice shall have elapsed without the breaching party having effectively cured or remedied such breach
during such 15-day period, unless such breach cannot be cured or remedied within fifteen (15) days, in which case the period for
remedy or cure shall be extended for a reasonable time (not to exceed an additional thirty (30) days) provided the breaching party
has made and continues to make a diligent effort to effect such remedy or cure.



 


		(d)	Voluntary Termination. Executive, at his election, may terminate his employment upon not
less than sixty (60) days prior written notice of termination other than for Good Reason.



 


		(e)	Termination Upon Death or Permanent and Total Disability. The Employment Period shall be
terminated by the death of Executive. The Employment Period may be terminated by the Board if Executive shall be rendered incapable
of performing his duties to the Company by reason of any medically determined physical or mental impairment that can be reasonably
expected to result in death or that can be reasonably be expected to last for a period of either (i) six (6) or more consecutive
months from the first date of Executive’s absence due to the disability or (ii) nine (9) months during any twelve-month period
(a “Permanent and Total Disability”). If the Employment Period is terminated by reason of a Permanent and Total Disability
of Executive, the Company shall give thirty (30) days’ advance written notice to that effect to Executive.



 


		(f)	Termination at the Election of the Company. At the election of the Company, otherwise than
for Cause as set forth in Section 4(a) above, upon not less than sixty (60) days prior written notice of termination.



 


		(g)	Termination for Business Failure. Anything contained herein to the contrary notwithstanding,
in the event the Company’s business is discontinued because continuation is rendered impracticable by substantial financial losses,
lack of funding, legal decisions, administrative rulings, declaration of war, dissolution, national or local economic depression
or crisis or any reasons beyond the control of the Company, then this Agreement shall terminate as of the day the Company determines
to cease operation with the same force and effect as if such day of the month were originally set as the termination date hereof.
In the event this Agreement is terminated pursuant to this Section 4(g), the Executive will not be entitled to severance pay.



 




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		5.	Consequences of Termination



 


		(a)	By Executive for Good Reason or the Company Without
Cause. In the event of a termination of Executive’s employment during the Employment Period by Executive for Good Reason
pursuant to Section 4(b) or the Company without Cause pursuant to Section 4 (f) the Company shall pay Executive (or his estate)
and provide him with the following, provided that Executive enter into a release of claims agreement agreeable to the Company
and Executive:



 


		(i)	Cash Payment. A cash payment, payable in equal
installments over a six (6) month period after Executive’s termination of employment, equal to the sum of the following:



 


		(A)	Salary. The equivalent of the greater of (i) twelve (12) months of Executive’s then-current
base salary or (ii) the remainder of the term of this Agreement (the “Severance Period”); plus



 


		(B)	Earned but Unpaid Amounts. Any previously earned but unpaid salary through Executive’s final
date of employment with the Company, and any previously earned but unpaid bonus amounts prior to the date of Executive’s termination
of employment.



 


		(C)	Equity. All Equity vested at time of termination shall be retained by Executive and all
Equity that has not vested shall be accelerated and be deemed vested for purposes of this Section 5.



 


		(D)	Severance. A onetime payment of two and half million dollars ($2,500,000.00) payable thirty-days
after termination of employment.



 




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		(ii)	Other Benefits. The Company shall provide continued coverage for the Severance Period under
all health, life, disability and similar employee benefit plans and programs of the Company on the same basis as Executive was
entitled to participate immediately prior to such termination, provided that Executive’s continued participation is possible under
the general terms and provisions of such plans and programs. In the event that Executive’s participation in any such plan or program
is barred, the Company shall use its commercially reasonable efforts to provide Executive with benefits substantially similar (including
all tax effects) to those which Executive would otherwise have been entitled to receive under such plans and programs from which
his continued participation is barred. In the event that Executive is covered under substitute benefit plans of another employer
prior to the expiration of the Severance Period, the Company will no longer be obligated to continue the coverages provided for
in this Section 5(a)(ii).



 


		(b)	Other Termination of Employment. In the event that Executive’s employment with the Company
is terminated during the Employment Period by the Company for Cause (as provided for in Section 4(a) hereof) or by Executive other
than for Good Reason (as provided for in Section 4(b) hereof), the Company shall pay or grant Executive any earned but unpaid salary,
bonus, and Options through Executive’s final date of employment with the Company, and the Company shall have no further obligations
to Executive.



 


		(c)	Withholding of Taxes. All payments required to be made by the Company to Executive under
this Agreement shall be subject only to the withholding of such amounts, if any, relating to tax, excise tax and other payroll
deductions as may be required by law or regulation.



 


		(d)	No Other Obligations. The benefits payable to Executive under this Agreement are not in
lieu of any benefits payable under any employee benefit plan, program or arrangement of the Company, except as specifically provided
herein, and Executive will receive such benefits or payments, if any, as he may be entitled to receive pursuant to the terms of
such plans, programs and arrangements. Except for the obligations of the Company provided by the foregoing and this Section 5,
the Company shall have no further obligations to Executive upon his termination of employment.



 


		(e)	Mitigation or Offset. Executive shall not be required to mitigate the damages provided by
this Section 5 by seeking substitute employment or otherwise and there shall not be an offset of the payments or benefits set forth
in this Section 5.



 




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		6.	Governing Law



 


This Agreement and the rights and obligations
of the parties hereto shall be construed in accordance with the laws of the State of New York, without giving effect to the principles
of conflict of laws.


 


		7.	Indemnity and Insurance



 


The Company shall indemnify
and save harmless Executive for any liability incurred by reason of any act or omission performed by Executive while acting in
good faith on behalf of the Company and within the scope of the authority of Executive pursuant to this Agreement and to the fullest
extent provided under the Bylaws, the Certificate of Incorporation and the Delaware General Corporation Law, except that Executive
must have in good faith believed that such action was in, or not opposed to, the best interests of the Company, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe that such conduct was unlawful.


 


The Company shall provide
that Executive is covered by Directors and Officers insurance that the Company provides to other senior executives and/or board
members.


 


		8.	Cooperation with the Company After Termination of Employment



 


Following termination
of Executive’s employment for any reason, Executive shall fully cooperate with the Company in all matters relating to the winding
up of Executive’s pending work on behalf of the Company including, but not limited to, any litigation in which the Company is involved,
and the orderly transfer of any such pending work to other employees of the Company as may be designated by the Company. Following
any notice of termination of employment by either the Company or Executive, the Company shall be entitled to such full time or
part time services of Executive as the Company may reasonably require during all or any part of the sixty (60)-day period following
any notice of termination, provided that Executive shall be compensated for such services at the same rate as in effect immediately
before the notice of termination.


 


		9.	Notice



 


All notices,
requests and other communications pursuant to this Agreement shall be sent by overnight mail, by electronic mail with proof of
receipt or by fax with proof of transmission to the following addresses:


 




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If to Executive:


 


Michael Bannon


 


Phone: (203) 410-8924


email: mike @dronelusa.com


Fax:


 


If to the Company:


 


DroneUSA, Inc.


One World Trade Center


285 Fulton Street, 85th Floor


New York, NY 10007


Attn: Dennis Antonelos, CFO


email: dennis@dronelusa.com


Phone: (212) 220 8780


 


		10.	Waiver of Breach



 


Any waiver of any breach
of this Agreement shall not be construed to be a continuing waiver or consent to any subsequent breach on the part of either Executive
or of the Company.


 


		11.	Non-Assignment / Successors



 


Neither party hereto
may assign his/her or its rights or delegate his/hers or its duties under this Agreement without the prior written consent of the
other party; provided, however, that (i) this Agreement shall inure to the benefit of and be binding upon the successors and assigns
of the Company upon any sale or all or substantially all of the Company’s assets, or upon any merger, consolidation or reorganization
of the Company with or into any other corporation, all as though such successors and assigns of the Company and their respective
successors and assigns were the Company; and (ii) this Agreement shall inure to the benefit of and be binding upon the heirs, assigns
or designees of Executive to the extent of any payments due to them hereunder. As used in this Agreement, the term “Company”
shall be deemed to refer to any such successor or assign of the Company referred to in the preceding sentence.


 


		12.	Severability



 


To the extent any provision
of this Agreement or portion thereof shall be invalid or unenforceable, it shall be considered deleted there from and the remainder
of such provision and of this Agreement shall be unaffected and shall continue in full force and effect.


 




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		13.	Counterparts



 


This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.


 


		14.	Arbitration



 


Executive and the Company
shall submit to mandatory and exclusive binding arbitration, any controversy or claim arising out of, or relating to, this Agreement
or any breach hereof where the amount in dispute is greater than or equal to $50,000, provided, however, that
the parties retain their right to, and shall not be prohibited, limited or in any other way restricted from, seeking or obtaining
equitable relief from a court having jurisdiction over the parties. In the event the amount of any controversy or claim arising
out of, or relating to, this Agreement, or any breach hereof, is less than $50,000, the parties hereby agree to submit such claim
to mediation. Such arbitration shall be governed by the Federal Arbitration Act and conducted through the American Arbitration
Association (“AAA”) in New York, New York, before a single neutral arbitrator, in accordance with the National Rules
for the Resolution of Employment Disputes of the American Arbitration Association in effect at that time. The parties may conduct
only essential discovery prior to the hearing, as defined by the AAA arbitrator. The arbitrator shall issue a written decision
which contains the essential findings and conclusions on which the decision is based. Mediation shall be governed by, and conducted
through, the AAA. Judgment upon the determination or award rendered by the arbitrator may be entered in any court having jurisdiction
thereof.


 


		15.	Entire Agreement



 


This Agreement and all
schedules and other attachments hereto constitute the entire agreement by the Company and Executive with respect to the subject
matter hereof and, except as specifically provided herein, supersedes any and all prior agreements or understandings between Executive
and the Company with respect to the subject matter hereof, whether written or oral. This Agreement may be amended or modified only
by a written instrument executed by Executive and the Company.


 


[Signature Page Follows]


 




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IN WITNESS WHEREOF,
the parties have executed this Agreement as of the date above


 





	 	DRONEUSA, INC.
	 	 
	 	/s/ Dennis Antonelos
	 	By: Dennis Antonelos
	 	Its: CFO
	 	 
	 	/s/ Michael Bannon
	 	Michael Bannon




 


[Signature Page to Michael Bannon Executive
Employment Agreement]


 




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Exhibit
A


 


Employee Proprietary Information,
Inventions, and Non-Competition Agreement


 




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