EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit 10.1

EXECUTIVE EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT (the “Agreement”), as of the 2nd day of November, 2006 by and between ANDREA ELECTRONICS CORPORATION (the “Company”), a New York corporation, and DOUGLAS J. ANDREA (the “Executive”).

WITNESSETH:

WHEREAS, the Company desires to continue the employment of the Executive and to enter into an employment agreement embodying the terms of such continued employment;

WHEREAS, the Executive desires to enter into this Agreement and to accept such employment, subject to the terms and provisions of this Agreement;

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the receipt of which is mutually acknowledged, the Company and the Executive (individually a “Party” and together the “Parties”) agree as follows:

(a) “Base Salary” shall mean the Executive’s base salary in accordance with Section 4(a) below.

(b) “Board” shall mean the Board of Directors of the Company.

(c) “Business” shall mean the design, development and manufacture of state-of-the-art microphone technologies and products for enhancing speech-based applications and audio applications software and communications that require high quality, clear voice signals primarily for the following markets: (i) personal computing (primarily for speech recognition applications and voice communication over the Internet); (ii) audio and video conferencing; (iii) in-vehicle communications (to enable untethered, hands-free communication); and (iv) call centers.

(d) “Cause” shall mean that the Board reasonably concludes, in good faith and after investigation, that: (i) the Executive engaged in conduct which is a felony under the laws of the United States or any state or political subdivision thereof; (ii) the Executive engaged in conduct constituting breach of fiduciary duty or breach of the duty of loyalty, willful misconduct relating to the Company (including acts of employment discrimination or sexual harassment), embezzlement, or fraud; (iii) the Executive breached his obligations or covenants under this Agreement in any material respect; (iv) any material violation by the Executive of any law or regulation applicable to the business of the Company or any of its affiliates; (v) the Executive substantially and willfully refused to follow a proper directive of the Board within the scope of the Executive’s duties (which shall be capable of being performed by the Executive with reasonable effort) after written notice from the Board specifying the performance required and the Executive’s failure to perform within 30 days after such notice; (vi) the Executive engaged in an act or acts of dishonesty or misrepresentation that materially affects the business or the financial condition of the Company; or (vii) the Executive’s abuse of alcohol or drugs that,

in the Company’s reasonable judgment, materially impairs his ability to perform his duties and responsibilities hereunder or endangers other individuals in the workplace.

(e) “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

(f) “Date of Termination” shall mean the effective date of the Executive’s termination of employment for any reason.

(g) “Disability” or “Disabled” shall mean the failure of the Executive due to illness, injury, or physical or mental incapacity to carry out effectively the Executive’s duties with respect to the Company for a period of six (6) consecutive months or nine (9) months in any eighteen-month (18) consecutive period.

(h) “Effective Date” shall mean the date of this Agreement as first written above.

(i) “Term of Employment” shall mean the period specified in Section 2 below.

(j) “Position” shall mean the terms specified in Section 3 below.

The Company hereby employs the Executive, and the Executive hereby accepts such employment, for a term commencing on the Effective Date and ending on July 31, 2008 (the “Term”), subject to earlier termination as provided in Section 6 below. The Agreement shall be subject to renewal as approved by the Compensation Committee of the Board of Directors.

On or about the Effective Date and continuing for the remainder of the Term of Employment, the Executive shall be employed as the Chief Executive Officer and President of the Company. The Executive shall be nominated for election as a member of the Company’s Board of Directors (the “Board”), and the Company shall defend, hold harmless, and indemnify the Executive from any cost, liability or judgment incurred by the Executive as a result of his actions or inactions as a member of the Board, so long as they are in good faith. The Executive shall serve the Company and its affiliates faithfully, conscientiously and to the best of the Executive’s ability, shall promote the interests and reputation of the Company and its affiliates and shall perform his duties hereunder in accordance with the policies and procedures of the Company as in effect from time to time. Unless prevented by sickness or Disability, the Executive shall devote all of the Executive’s time, attention, knowledge, energy and skills, during normal working hours, and at such other times as the Executive’s duties may reasonably require, to the duties of the Executive’s employment; provided, however, that this Agreement shall not be interpreted as: (a) prohibiting the Executive from, in accordance with the policies and procedures of the Company, managing his personal affairs, engaging in charitable or civic activities; or (b) subject to prior approval of the Company and any regulatory or self-regulatory process which may be required, serving as a director of any other corporation or business entity

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not affiliated with or in competition with the Company or its affiliates, so long as such activities do not interfere in any material respect with the performance of the Executive’s duties and responsibilities hereunder.

The Executive, in carrying out his duties under this Agreement, shall report to the Board. The Executive’s office shall be located at the Company’s headquarters, which is currently located at 65 Orville Drive, Suite One, Bohemia, NY 11716, or within a thirty-mile radius thereof.

(a) Base Salary .

From the effective date through July 31, 2008, the Company shall pay the Executive an annual Base Salary (“Base Salary”) of $300,000. Base Salary shall be payable in accordance with the Company’s payroll practices with respect to senior executives as in effect from time to time. Upon the execution of this agreement, the Executive shall be due a salary adjustment to reflect the increase from the actual salary paid and the Base Salary from the August 1, 2006 through the effective date.

(b) Bonus Payments .

The Executive shall be eligible to receive both a quarterly performance bonus and an annual performance bonus.

(1) Quarterly Bonus. The Executive shall be eligible to receive a quarterly bonus equal to 25% of the Company’s pre-bonus net after tax quarterly earnings in excess of $25,000 for a total quarterly bonus amount not to exceed $12,500. For example, if the Company has quarterly net earnings equal to $60,000, the maximum quarterly bonus payable would be $8,750 (($60,000-$25,000) × 25%). Any bonus shall be payable as soon as the Company’s cash flow permits.

(2) Annual Bonus. The Executive shall be eligible to receive an annual bonus equal to 10% of the Company’s annual pre-bonus net after tax earnings in excess of $300,000. For example, if the Company had annual pre-bonus net earnings equal to $450,000, the maximum annual bonus payable would be $15,000 (($450,000-$300,000) × 10%). Any bonus shall be payable as soon as the Company’s cash flow permits.

All bonus determinations or any additional bonus in excess shall be made in the sole discretion of the Compensation Committee. The Executive shall not participate in any deliberations or determinations of the Board or Compensation Committee concerning his bonus. Any bonus shall be prorated: (i) through the Date of Termination in the event that the Executive’s employment is terminated for any reason by either the Company or the Executive; and/or (ii) for any leave of absence taken in the year for which the bonus is awarded to the extent permitted by law. Both the first and last quarterly bonus, if any, and the annual bonus for 2006 and 2008 shall be pro-rated to coincide with the Company’s quarterly and annual financial reporting

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(c) Long-Term Incentive Compensation Program .

Subject to the terms and conditions of the Andrea Electronics Corporation 1998 Stock Plan (the “Plan”) , the Company will grant the Executive one million (1,000,000) stock options upon execution of this Agreement and, subject to the approval of the shareholders of a new plan, the Board or Compensation Committee will recommend a second grant of one million (1,000,000) stock options as soon as practicable after such shareholder approval of a new plan, equal to the fair market value of the traded shares as determined on or about the date of each grant(s). The options shall vest ratably over a 3-year period, 33.3% on each August 1 ^st following the contract Effective Date. For example, if all options are granted prior to July 31, 2007, they shall vest 33.3% on August 1, 2007, 66.6% on August 1, 2008, and 100% on August 1, 2009.

Notwithstanding any other provision of this Section 4(c) to the contrary: (i) upon the Executive’s Termination without Cause or Resignation With the Company’s Consent (defined in Section 6(d) below), the Executive’s stock options will vest immediately and shall be exercisable in accordance with Section 6(d) below; (ii) upon a Change in Control (defined in Section 6(e) below) the Executive’s stock options will vest immediately and shall be exercisable in accordance with Section 5(d) below; and (iii) in the event that the Executive terminates his employment for any reason other than as provided in Sections 6(d) and 6(e) below, all unvested options shall be treated in accordance with the terms and conditions of the Plan.

(d) Employee Benefit Programs .

During the Term of Employment, the Executive shall be eligible to participate in the various benefit programs, including health, medical, and accident benefits, applicable to similarly situated senior executives of the Company subject to and in accordance with the terms and conditions of such plans as are in effect from time to time. During the Term of Employment, the Company shall maintain the current life insurance policy in effect for the Executive at the Company’s expense except if the Executive is terminated for cause as defined in paragraph 3 of this Agreement.

(e) Reimbursement of Business Expenses .

During the Term of Employment, the Executive is authorized to incur reasonable business expenses in carrying out his duties and responsibilities under this Agreement, and the Company shall reimburse him for all such reasonable business expenses reasonably incurred in connection with carrying out the business of the Company, subject to and in accordance with the terms and conditions of the policies applicable to similarly situated senior executives of the Company regarding such expenses as are in effect from time to time.

(f) Vacation .

During the Term, the Executive shall be entitled to twenty (20) days of paid vacation annually. Any accrued but unused vacation days may be rolled over to the next 12-month period, provided that the number of unused vacation days for any period shall not exceed forty (40) vacation days. All vacation leave is subject to and in accordance with the vacation policies of the Company with respect to senior executives as are in effect from time to time; provided,

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however, that the Executive shall be entitled to payment of any accrued but unused vacation, if any, at the Date of Termination.

(a) For purposes hereof, a “Change in Control” shall be defined as:

(i) the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13D-3 promulgated under the Exchange Act), directly or indirectly of 50% or more of either (a) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (b) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of Directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (1), the following acquisitions shall not constitute a Change of Control; (1) any acquisition directly from the Company, (2) any acquisition by the Company, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or (4) any acquisition by any corporation pursuant to a transaction which complies with clauses (A), (B) and (C) of subsection (iii) below; or

(ii) individuals who, as of the date hereof, constitute the Board of Directors of the Company (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Incumbent Board, provided, however, that any individual becoming a director subsequent to the date hereof whose election or nomination for election by the Company’s shareholders was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Incumbent Board; or

(iii) consummation of a reorganization, merger, consolidation, or sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), in each case, unless, following such Business Combination, (A) all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting securities, respectively, immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of the then outstanding shares of common stock and the combined voting power, respectively, of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination)

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beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination, and (C) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Incumbent Board, providing for such Business Combination; or

(iv) approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

(b) All restrictions on the restricted stock then held by the Executive will lapse immediately, all stock options and stock appreciation rights then held by the Executive will become immediately vested and exercisable and any performance shares or units then held by the Executive will vest immediately, in full, in the event of a Change in Control and shall remain exercisable as provided in the grants and under the Plan.

(a) Termination of Employment Due to Death . In the event of the Executive’s death during the Term of Employment, the Term of Employment shall end as of the date of the Executive’s death and his estate and/or beneficiaries, as the case may be, shall thereupon be entitled to the following:

(i) Base Salary earned but not paid prior to the date of his death;

(ii) Any annual and quarterly bonuses under Section 4(b) with respect to any year prior to the year of his death which have not yet been paid, together with the prorated portion through the date of his death of the Executive’s annual and quarterly bonuses earned but unpaid for the year of his death;

(iii) any amounts earned, accrued, or owing to the Executive but not yet paid under Section 4(d)-(f) above, subject to the terms and conditions of the applicable benefit plans and programs;

(iv) such other or additional benefits, if any, as are provided under applicable plans, programs and/or arrangements of the Company; and

(v) any unexercised or unvested stock options shall remain exercisable or vest upon the Executive’s death only to the extent provided in the applicable option plan and option agreements.

(b) Termination of Employment Due to Disability . Either the Company or the Executive may terminate the Executive’s employment due to Disability during the Term of Employment upon written notice to the other Party in accordance with Section 20 below. The Term of Employment shall end as of the Date of Termination specified in the notice, and the

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Executive shall thereupon be entitled to the following (in addition to the benefits due him under the then current disability programs of the Company, if any):

(i) Base Salary earned but not paid prior to the Date of Termination;

(ii) any annual and quarterly bonuses under Section 4(b) with respect to any year prior to the year of the Date of Termination which have not yet been paid together with the prorated portion through the Date of Termination of the Executive’s annual and quarterly bonuses earned but unpaid for the year of his Termination;

(iii) any amounts earned, accrued or owing to the Executive but not yet paid under Section 4(d)-(f) above, subject to the terms and conditions of the applicable benefit plans and programs;

(iv) such other or additional benefits, if any, as are provided under applicable plans, programs and/or arrangements of the Company; and

(v) any unexercised or unvested stock options shall remain exercisable or vest upon the Executive’s termination only to the extent provided in the applicable option plan and option agreements.

(c) Termination of Employment by the Company for Cause . The Company may terminate the Executive’s employment for Cause during the Term of Employment following prior written notice to the Executive which will be effective ten (10) calendar days after the delivery of such notice to the Executive. If the Executive’s employment is so terminated by the Company, the Term of Employment shall end as of the effective date of the notice and the Executive shall thereupon be entitled to the following:

(i) Base Salary earned but not paid prior to the Date of Termination;

(ii) any annual and quarterly bonuses under Section 4(b) with respect to any year prior to the year of the Date of Termination which have not yet been paid, together with the prorated portion through the Date of Termination of the Executive’s quarterly bonus;

(iii) any amounts earned, accrued or owing to the Executive but not yet paid under Section 4(d)-(f) above, subject to the terms and conditions of the applicable benefit plans and programs;

(iv) such other or additional benefits, if any, as are provided under applicable plans, programs and/or arrangements of the Company; and

(v) any unexercised or unvested stock options shall remain exercisable or vest upon the Executive’s termination only to the extent provided in the applicable option plan and option agreements.

(d) Termination Of Employment By The Company Without Cause Or Resignation With The Company’s Consent . The Company may terminate the Executive’s employment

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without Cause during the Term of Employment following prior written notice to the Executive which will be effective no less than thirty (30) calendar days after the delivery of such notice to the Executive or the Executive may resign with the Company’s consent. The Term of Employment shall end as of the Date of Termination specified in the notice. If the Executive’s employment is so terminated by the Company without cause or he resigns with the Company’s consent, other than due to death or Disability or Termination by the Company for cause or as provided in Section 6(e) below, the Executive shall thereupon be entitled to the following:

(i) Base Salary earned but not paid prior to the Date of Termination;

(ii) any annual and quarterly bonuses under Section 4(b) with respect to any year prior to the year of the Date of Termination which have not yet been paid, together with the prorated portion through the Date of Termination of the Executive’s annual and quarterly bonuses earned but unpaid for the year of his Termination;

(iii) any amounts earned, accrued or owing to the Executive but not yet paid under Section 4(d)-(f) above, subject to the terms and conditions of the applicable benefit plans and programs;

(iv) such other or additional benefits, if any, as are provided under applicable plans, programs and/or arrangements of the Company;

(v) all granted but unvested stock options shall immediately vest in full and shall be exercisable in accordance with the terms and conditions of the Plan; and

(vi) provided that the Executive executes a separation agreement and general release in the form annexed as Exhibit A and in accordance with the time frames and conditions set forth therein, the Company shall also pay the Executive: (1) a severance payment equal to six (6) months of the Executive’s most recent Base Salary plus the six (6) months prorated portion of the Executive’s most recent annual and quarterly bonuses, payable in equal amounts over a period of six (6) months in accordance with the Company’s normal payroll practices as are in effect from time to time; and (2) in addition, the Company shall arrange and pay for continuation of health insurance coverage for the Executive, and his spouse and dependents for a period of twelve (12) months from the Date of Termination and shall, for a period of eighteen (18) months from the expiration of such six month period, provide COBRA continuation coverage to the Executive.

(e) Termination Following a Change in Control . If, during the Term of Employment, the Company shall, for its convenience, materially change the Executive’s Position or terminate the Executive’s employment within the term of the Agreement or twelve (12) months after the term of the Agreement and following a Change in Control, then the Company shall provide the Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be:

(i) Those sums described in Section 6(d)(i), (ii), (iii), (iv) and (v), which shall be immediately due and payable;

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(ii) a sum equal to two (2) years of the Executive’s most recent Base Salary plus a pro rated portion of the Executive’s most recent annual and four quarterly bonuses paid immediately preceding the Change of Control. Such payments shall be paid in equal monthly installments during the twenty-four (24) month period following the Executive’s termination; and

(iii) continuation for two (2) years of health and medical benefits coverage substantially equivalent to the coverage maintained by the Company for the Executive prior to his termination, except to the extent such coverage may be changed in its application to all Company employees on a nondiscriminatory basis, and shall, for a period of eighteen (18) months from the expiration of such two (2) year period, provide COBRA continuation coverage, if available, to the Executive. Notwithstanding the foregoing, such coverage shall cease in the event that the Executive becomes covered by comparable coverage from another employer. In no event is the Executive entitled to receive cash consideration in lieu of the continued coverage provided by this subparagraph 6(e)(iii).

All stock options, whether then vested or unvested, shall vest and/or become exercisable in accordance with Section 5(b).

(f) Termination of Employment by the Executive . The Executive may voluntarily terminate his employment during the Term of Employment (other than for death or Disability) by giving at least 30 days prior written notice to the Company in accordance with Section 20 below. The Executive’s employment shall terminate upon the date specified in his notice of termination. Thereafter, the Executive shall thereupon be entitled to the same payments and benefits as provided in Section 6(c) above. All unexercised or unvested options shall be subject to the terms and conditions of their grant and the Plan.

(g) Non-renewal . In the event this Agreement is not renewed, the Executive’s employment shall terminate at the expiration of the Term, and the Executive shall thereupon be entitled to through the date of termination those sums described in Section 6(c) above, which shall be immediately due and payable. All benefits shall cease in accordance with the terms of the applicable Company policies or plans, and any unexercised or unvested stock options shall remain exercisable or vest only to the extent provided in the applicable option plan and option agreements. In no event shall the Executive be entitled to any severance payments or other compensation other than those described in Section 6(c) above.

(h) Upon termination of the Executive’s employment for any reason or if the Agreement is not renewed, whichever is earlier, the Executive agrees to immediately resign all director and officer positions with the Company effective as of the Date of Termination, or expiration of the Term, as applicable. The Board may, in its discretion, accept Executive’s resignation or invite Executive to remain on the Board.

(a) The Executive acknowledges that during the Term of Employment, the Company will disclose to and entrust to him trade secrets, and other confidential and proprietary information, including, but not limited to: (i) information disclosed to it by third parties (whether pursuant to a confidentiality agreement or otherwise); (ii) knowledge of certain proprietary

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information and trade secrets concerning the past, present, and future strategies, plans, business activities, finances, methods, operations, customers, accounts, service, product information, and employees of the Company and its customers, including, but not limited to: certain technical know-how and specifications, copyrights, training, software source and object codes, technology, research, market information and data, formulas, processes, methods, machines, manufacturers, products, compositions, developments, discoveries, plans, customer lists, customers, partners, pricing, business planning, vendors, costs, pricing, other activities of the Company and its customers, and information ( e.g. , customer or client lists, names, addresses, telephone numbers, identity of contact persons, and financial information) with respect to individuals and entities who have entered into, or have been solicited to enter into, relationships with the Company; and (iii) other non-public, proprietary or confidential information of the Company, its affiliates or their respective customers or clients (collectively “Business Information”). The Executive acknowledges and agrees that all Business Information is and shall remain the sole property of the Company.

(b) Except as required by law, the Executive will not, whether during or after the termination or cessation of his employment hereunder, reveal to any person, association or company any of the trade secrets or confidential information concerning the organization, business, or finances of the Company so far as they have come or may come to his knowledge, except as may be required in the ordinary course of performing his duties as an employee of the Company or except as may be in the public domain through no fault of the Executive or as required to be disclosed by law or court order, and the Executive shall keep secret all matters entrusted to him and shall not use or attempt to use any such information in any manner which may injure or cause loss or may be calculated to injure or cause loss whether directly or indirectly to the Company.

(c) The Executive acknowledges and agrees that during his employment hereunder he shall not make, use, or permit to be used any notes, memoranda, drawings, specifications, programs, data, or other materials of any nature relating to any matter within the scope of the business of the Company or concerning any of its dealings or affairs otherwise than for the benefit of the Company. The Executive further acknowledges and agrees that he shall not, after the termination or cessation of his employment hereunder, use or permit to be used any such notes, memoranda, drawings, specifications, programs, data, other materials, or Business Information it being agreed that any of the foregoing shall be and remain the sole and exclusive property of the Company and that immediately upon the termination or cessation of his employment he shall deliver all of the foregoing, and all copies thereof, to the Company, at its main office.

(d) If at any time or times during his employment hereunder, the Executive shall (either alone or with others) make, conceive, discover, reduce to practice, or become possessed of an