Exhibit 10.2


 


FORM OF


 


DIRECTOR AGREEMENT


 


DIRECTOR AGREEMENT
(this “Agreement”) made as of the ___ day of [__] by and between Drone Aviation Holding Corp.,
a Nevada corporation (the “Company”) and _________ (“Nominee”).


 


WHEREAS,
the Company desires to attract and retain a director who will consent to serve a member 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.


 


NOW, THEREFORE,
the parties agree as follows:


 


1. Service
to the Board. 


 


(a) Service
as a Director. Nominee consents to serve as a Director of the Company for a term of up to [__] years if elected or appointed
and, upon re-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 may 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.


 


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 $[__], payable in monthly
installments in accordance with the Company’s past accounting practices; and



 


		●	[__] options to purchase the Company’s
unregistered common stock at an exercise price based on the closing price of the Company’s common stock on the Appointment
Date (the “Options”). The Options shall vest [__]% one year from the Appointment Date and [__] 50% two years from the
Appointment Date so long as Nominee is a member of the Company’s Board of Directors. The Options will be exercisable at any
time after they vest and prior to the four year anniversary of the Appointment Date. The Option shall be issued in compliance with
all rules and regulations of the United States Securities and Exchange Commission pursuant to the terms of a Stock Option Agreement
to be provided by the Company. The Options granted to Nominee shall be in effect subject to Nominee’s continuous service
as a member of the Board. In the event that Nominee’s service is terminated prior to the two (2) year anniversary of the
Appointment Date for any reason, all unvested options shall be forfeited. 



 






    	 	 	 



    


    

 


(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, removal or failure of Nominee to be appointed or re-appointed by the Company’s
shareholders as a director of the Company as provided for in the Company’s bylaws or as provided for under Nevada law, 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]


 






    	 	 	 



    


    

 


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:	Jay N. Nussbaum
	 	Title:	Chief Executive Officer



 


	 	NOMINEE:
	 	 
	 	 
	 	Name:     [__] 
	 	
        Business Address: