Exhibit 10.1


 


EXECUTIVE EMPLOYMENT AGREEMENT


 


THIS EXECUTIVE EMPLOYMENT
AGREEMENT (“Agreement”) is dated as of July 8, 2016 (the “Effective Date”) and is entered into by and between
Baltia Air Lines, Inc., a New York corporation (“Company”), and Sheryle Milligan (Executive).


 


RECITALS


 


A.           Executive
is currently employed by the Company as Chief of Operations. The Company and Executive desire to formally state the terms and conditions
of Executive’s employment by the Company and to provide Executive with certain benefits upon a qualifying termination of
such employment.


 


B.           The
Company desires to employ Executive in the executive capacity hereinafter stated, and the Executive desires to enter into the employ
of the Company in such capacity for the period and with the terms and conditions set forth herein.


 


AGREEMENT


 


NOW, THEREFORE, in consideration
of the promises and the covenants set forth in this Agreement and for other valuable consideration, the parties hereby agree as
follows:


 


1.          Employment.
The Company hereby employs Executive as Chief of Operations, assigned with responsibilities to do and perform all services, acts,
or things necessary or advisable to manage and conduct the business of the Company, subject at all times to the policies set by
the Board of Directors of the Company (the “Board”), and to the consent of the Board when required by the terms of
this contract. Executive hereby accepts such employment and agrees to devote such time and energies as Executive, in his sole discretion,
deems appropriate to fulfill such responsibilities to the Company.


 


2.          Term.
This Agreement shall begin as of the Effective Date of this Agreement and end on July 7, 2017 (such time period, as may be extended
pursuant to the terms of this Agreement, the “Term”). Thereafter, this Agreement shall automatically renew for successive
one (1) year terms unless otherwise terminated as provided herein.


 


3.          Compensation.
In consideration for services rendered by Executive under this Agreement, Executive shall receive the compensation described in
this Section 3. Such compensation shall be paid subject to required tax withholding and similar required deductions.


 


a.           Salary.
During the Term, Executive shall be paid an annual base salary of $200,000 (the “Base Salary”), payable in accordance
with the Company’s normal practices in the payment of salary and wages, in equal installments not fewer than 24 increments
annually; provided that the Base Salary will be reduced to $127,400 until the Company has obtained Federal Aviation Authority authorization
to commence revenue-generating flight.


 




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b.           
Executive Benefit and Incentive Compensation Plans. During the Term, Executive shall be entitled to receive all benefits
which are made available to any employee of the Company. Executive shall be entitled to receive any stock, stock options, restricted
stock awards, long term incentive plan benefits, profit sharing plan, bonus plan and any other equity awards or benefits that the
Company authorizes, life insurance, health insurance, short-term and long-term disability insurance and participation in a retirement
plan. Notwithstanding the foregoing, the Company agrees to maintain for the benefit of Executive, at the Company’s sole cost
and expense, short-term and long-term disability insurance with coverage amounts at least equal to such coverage amounts maintained
by the Company with respect to Executive on the Effective Date. In addition, the Company agrees to reimburse Executive for membership
fees and other reasonable expenses incurred with respect to Executive’s participation in community and business-related organizations,
in each case subject to the Board’s approval. The Company shall not take any action that would materially diminish the aggregate
value of Executive’s fringe benefits as they exist as of the Effective Date of this Agreement or as the same may be increased
from time to time, except for actions taken with respect to officers or employees generally.


 


c.           Expense
Reimbursement. The Company shall promptly reimburse Executive for all reasonable expenses incurred during conduct of Company
business, and for which adequate documentation is presented.


 


d.           Personal
Time Off. Executive shall be entitled to paid time off in accordance with the Company’s policies applicable to executives,
such paid time off to be not less than fifteen (15) days per year.


 


4.          Termination.
The parties agree and understand that Executive’s employment cannot be terminated for any reason whatsoever, or no reason
at all, except as expressly set forth in this Section 4.


 


a.           Mutual
Agreement. Executive’s employment may be terminated by mutual written agreement between Executive and the Company.


 


b.           
Death. Executive’s employment shall terminate automatically upon the death of Executive.


 


c.           Disability.
Executive’s employment shall terminate automatically if Executive is unable to perform his duties as required under this
Agreement, with or without reasonable accommodation, for a period of more than thirty (30) consecutive days (“Disability”).


 


d.           Termination
for Cause. The Company may terminate Executive’s employment hereunder for Cause. For the purposes of this Agreement,
“Cause” is defined as intentional and willful misconduct that is reasonably likely to subject the Company to criminal
or civil liability, willful disregard of Company policies and procedures, deliberate refusal to follow the instructions of the
Board, conviction of a felony or any crime involving moral turpitude, gross negligence in performing duties, or unreasonably refusing
to perform the duties of Executive’s position.


 




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e.           Termination
Without Cause. Notwithstanding any provisions of this Agreement to the contrary, the Company may terminate Executive’s
employment for any reason other than those specified in the foregoing paragraphs (a), (b), (c) or (d) (or for no reason) at any
time upon thirty (30) days’ prior written notice from the Board to Executive.


 


f.            Voluntary
Resignation. Executive may terminate this Agreement (“Voluntary Resignation”) at any time upon thirty (30) days’
prior written notice from Executive.


 


5.          Compensation
and Payments upon Termination. Executive shall be entitled to the following compensation from the Company (in lieu of all other
sums payable to the Executive hereunder) upon the termination of Executive’s employment for reasons other than a Change in
Control (as defined below).


 


a.           Mutual
Agreement. If Executive’s employment is terminated as a result of mutual agreement, the Company shall make a lump-sum
payment to Executive within fifteen (15) days of such termination in an amount equal to (i) the unpaid Base Salary for the remainder
of the Term, plus (ii) the value of all compensation and benefits, whether accrued or unaccrued, for the remainder of the Term,
plus (iii) any unused benefits under any and all benefit plans through the date of such termination. Additionally, Executive will
be entitled to receive any vested incentive stock grants or cash incentives or bonuses that may have been earned by the Executive
prior to the date of termination (all such items described in this Section 5(a), the “Earned Amounts”).


 


b.           Death.
If Executive’s employment is terminated as a result of death, the Company will pay to Executive’s estate the Earned
Amounts and income due for the remainder of the Term.


 


c.           Disability.
If Executive’s employment is terminated as a result of Disability, the Company shall provide Executive with long-term disability
benefits in accordance with the Company’s then-existing benefit plans, and the Company shall pay to Executive the Earned
Amounts and income due for the remainder of the Term.


 


d.           Termination
by the Company without Cause or by the Executive. If Executive’s employment is terminated by the Company without Cause,
or in the event Executive voluntarily elects to terminate employment, the Company shall pay Executive the Earned Amounts. Additionally,
the Company shall cause the accelerated vesting of any stock, stock options, restricted stock awards, long term incentive plan
benefits and any other equity awards or benefits that are subject to vesting which were given or owed to Executive that may have
vested during the Term. At Executive’s request, the Company shall repurchase all equity interests of the Company owned or
held by Executive at a price equal to the greater of (i) $0.02 per share of common stock of the Company and (ii) fair market value.


 




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e.           Termination
for Cause. If Executive’s employment is terminated for Cause, the Company shall pay the Executive the Earned Amounts.


 


6.          Termination
of Employment Following a Change in Control.


 


a.           Termination
and Change in Control. For purposes of this Agreement, a “Change in Control” shall mean a change of control of
the Company of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), whether or not the Company is in fact required
to comply with that regulation; provided that a Change in Control shall also be deemed to have occurred if (A) any “person”
(as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than a trustee or other fiduciary holding securities
under an employee benefit plan of the Company or a corporation owned, directly or indirectly, by the stockholders of the Company
in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner”
(as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more
of the combined voting power of the Company’s then outstanding securities; (B) during any period of two (2) consecutive years
(not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute
the Board and any new director (other than a director designated by a person who has entered into an agreement with the Company
to effect a transaction described in clauses (A), (D) or (E) of this Section) whose election to the Board or nomination for election
by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either
were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for
any reason to constitute a majority; (C) the Company enters into an agreement, the consummation of which would result in the occurrence
of a change in control of the Company; (D) the stockholders of the Company approve a merger or consolidation of the Company with
any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately
prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting
securities of the surviving entity) at least 50% of the combined voting power of the voting securities of the Company or such surviving
entity outstanding immediately after such merger or consolidation; or (E) the stockholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all the Company’s
assets.


 


b.           Accrued
Benefits. Within 30 days following a Change in Control, the Company shall pay to Executive, in a lump sum in cash, the sum
of (i) the Base Salary through the Change in Control to the extent not theretofore paid and (ii) the Earned Amounts.


 




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c.           Additional
Payment. Within 30 days following a Change in Control, the Company shall pay to the Executive, in a lump sum in cash, an amount
equal to three (3) times the then-applicable Base Salary. At Executive’s request, the Company shall repurchase all equity
interests of the Company owned or held by Executive at a price equal to the greater of (i) $0.02 per share of common stock of the
Company and (ii) fair market value.


 


d.           Continuation
of Benefits. For (i) one(1) years after the date of a Change in Control, or (ii) the remainder of the Term, whichever is longer,
or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue
to pay all amounts in respect of any benefits provided to Executive and/or Executive’s family pursuant to this Agreement
are provided by the Company the benefits to Executive and/or Executive’s family in amounts at least equal to those which
would have been paid by the Company for such benefits as would have been provided to Executive and/or Executive’s family
in accordance with the plans, programs, practices and policies described in this Agreement if Executive’s employment had
not been terminated or the Change in Control had not occurred or, if more favorable to Executive, as in effect generally at any
time thereafter with respect to other peer executives of the Company and its affiliated companies and their families; provided,
however, that if Executive thereafter becomes employed by another employer and is eligible to receive medical or other welfare
benefits under such employer’s plans, the medical and other welfare benefits described herein shall be secondary to those
provided under such other employer’s plans during any applicable period of Executive’s eligibility thereunder. For
purposes of determining eligibility (but not the time of commencement of benefits) of Executive for retiree benefits pursuant to
such plans, practices, programs and policies, Executive shall be considered to have remained employed until one(1) years after
the date of termination or Change in Control, whichever is later, and to have retired on the last day of such period. If due to
insurance company or Internal Revenue Service restrictions, Executive is ineligible to continue to be covered under the terms of
any such benefit plan or program, or in the event Executive is eligible but the benefits applicable to Executive under any such
plan or program after termination of employment or Change in Control are not substantially equivalent to the benefits applicable
to Executive immediately prior to termination or Change in Control or, if more favorable to Executive, during the one(1) year period
thereafter, the Company shall provide substantially equivalent benefits, or such additional benefits as may be necessary to make
Executive whole through other sources.


 


e.           Acceleration
of Vesting. Upon a Change in Control, all stock, stock options, restricted stock awards, long term incentive plan benefits
and any other equity awards or benefits that are subject to vesting based upon the continued employment of Executive shall automatically
become vested, unrestricted and/or exercisable, as applicable.


 




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7.           Conflict
of Interest. During the Term, Executive shall be free to pursue other business and/or investment activities which do not interfere
with the performance of his duties and responsibilities under this Agreement; provided that Executive shall not engage in any business
or investment activity which involves actual competition with the business of the Company (such activity, a “Conflicting
Activity”), except with the written consent of the Board; provided, further, that “Conflicting Activity” shall
not include any investment activities of Executive in which Executive acquires or holds not more than 5% of the publicly traded
securities of an entity engaging in actual competition with the business of the Company.


 


8.           Assignment.
This Agreement may not be assigned by Executive. This Agreement shall bind and inure to the benefit of the Company’s
successors and assigns, as well as Executive’s heirs, executors, administrators, and legal representatives. The Company shall
obtain from any successor and deliver to Executive, before any succession takes place, a written agreement of such successor to
assume the obligations and perform all of the terms and conditions of this Agreement.


 


9.           Notices.
All notices required by this Agreement may be delivered by first class mail at the following addresses:


 


To the Company:

Baltia Air Lines, Inc.

Attn: President

Terminal 4, Room 262.089


 Jamaica, NY 11430


 


To Executive:

Sheryle Milligan


7460 Kensington Drive


Ypsilanti, MI 48917


 


10.         Amendment.
This Agreement may be modified only by written agreement signed by both the Company and Executive.


 


11.         Choice
of Law. This Agreement shall be governed by the laws of the State of New York, without regard to choice of law principles.
The parties hereby agree that all disputes (whether in contract or tort) arising out of or relating to this Agreement, or the negotiation,
execution or performance of this Agreement shall, unless otherwise agreed, be litigated only in, and the parties hereto hereby
agree and consent to be subject to the jurisdiction of, the courts of the United States located in the State of New York and in
the absence of such federal jurisdiction, the parties consent to be subject to the jurisdiction of the courts of the State of New
York.  The parties hereto irrevocably waive the defense of an inconvenient forum to the maintenance of any such action.


 


12.         Severability.
If any provision hereof or the application thereof to any party or circumstance shall be invalid or unenforceable to any extent,
the remainder of this Agreement and the application of such provision to other parties or circumstances shall not be affected thereby
and shall be enforced to the greatest extent permitted by law.


 


13.         Waiver.
No waiver of any breach of this Agreement shall constitute a waiver of any subsequent breach.


 




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14.         Complete
Agreement. As of the Effective Date, this Agreement constitutes the entire agreement between the parties hereto in connection
with the subject matter hereof and supersedes any and all prior or contemporaneous oral and written agreements or understandings
between the parties.


 


15.         Headings.
Headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement
for any other purpose.


 


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IN WITNESS WHEREOF, the parties have executed
this Executive Employment Agreement as of the date first written above.


 


THE COMPANY:


 


Baltia Air Lines, Inc.


 


	By:	/s/ Russell Thal	 
	Name: Russel Thal	 
	Title: President	 
	 	 
	EXECUTIVE:	 
	 	 
	/s/ Sheryle A. Milligan	 


 


[Signature page to Executive Employment
Agreement]