EXHIBIT
10.1


 


First restated
Employment Agreement


 


THIS FIRST RESTATED
EMPLOYMENT AGREEMENT is made as of June 25, 2012


 


B E T W E E
N:


 


ZION OIL AND GAS INC., a Company
incorporated under the laws of Delaware.


 


(the "Company")


 


and -


 


RICHARD RINBERG


 


(the "Employee")


 


 


WHEREAS, the Company and Employee
are parties to that certain Employment Agreement (the “Agreement”) entered into as of November 1, 2007 pursuant to
which the Employee was employed as “Chief Executive Officer” of the Company;


 


WHEREAS, the Company and Employee
desire to amend and restate the Agreement in its entirety, all on the terms and conditions set forth herein.


 


FOR VALUE RECEIVED,
the sufficiency of which is acknowledged, the parties agree as follows:


 


Part
1

INTERPRETATION


 


1.1     Definitions.
In this First Restated Agreement, the following terms shall have the following meanings:


 


"First Restated Agreement"
means this agreement and all schedules attached hereto and all amendments made hereto and thereto in writing by the parties.


 


"Business Day"
means a day other than a Friday, Saturday or statutory holiday in the State of Israel.


 






    	 



    	 	



    
 


"Person" includes
individuals, companies, limited partnerships, general partnerships, joint stock companies, joint ventures, associations, companies,
trusts or other organizations, whether or not legal entities.


 


1.2     Restatement
of Agreement. With effect from the date first written above, the Agreement is hereby amended and restated in its entirety so
that Employee's continuing duties and obligations to the Company shall henceforth be governed by the terms contained herein (as
so amended and restated, the "First Restated Agreement"). Employee acknowledges and agrees that the Company has satisfied
in full all of its obligations to Employee contained under the Agreement. Following the effective date of this First Restated Agreement,
Employee agrees that the Agreement, as originally executed by the parties, shall have no force or effect.


 


1.3     Entire
Agreement. This First Restated Agreement together with the agreements and other documents to be delivered pursuant to this
First Restated Agreement (or other agreements pertaining to employee benefits, including, without limitation, stock option and
bonus plan agreements), constitute the entire agreement between the parties pertaining to the subject matter of this First Restated
Agreement and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties
and there are no warranties, representations or other agreements between the parties in connection with the subject matter of this
First Restated Agreement except as specifically set forth in this First Restated Agreement and any document delivered pursuant
to this First Restated Agreement. No supplement, modification or waiver or termination of this First Restated Agreement shall be
binding unless executed in writing by the party to be bound thereby.


 


1.4     Sections
and Headings. The division of this First Restated Agreement into parts and sections and the insertion of headings are for convenience
of reference only and shall not affect the construction or interpretation of this First Restated Agreement. The terms "this
First Restated Agreement", "hereof", "hereunder" and similar expressions refer to this First Restated
Agreement and not to any particular article, section or other portion hereof and include any agreement or instrument supplemental
or ancillary hereto. Unless something in the subject matter or context is inconsistent therewith, references herein to parts and
sections are to parts and sections of this First Restated Agreement.


 


1.5     Number
& Gender. Words importing the singular number only shall include the plural and vice versa and words importing the masculine
gender shall include the feminine and neuter genders and vice versa.


 


1.6     Applicable
Law. This First Restated Agreement shall be construed and enforced in accordance with the laws of the State of Israel applicable
therein.


 


1.7     Currency.
Unless otherwise specified, all references herein to currency shall be references to currency of the United States.


 


1.8     Calculation
of Time. When calculating the period of time within which or following which any act is to be done or step taken pursuant to
this First Restated Agreement, the date which is the reference date in calculating such period shall be excluded. If the last day
of such period is a non Business Day, the period in question shall end on the next Business Day.


 






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Part 2


 


APPOINTMENT
AND DUTIES


 


2.1     Appointment.
The Company agrees to employ the Employee as its Chief Executive Officer upon the terms and conditions contained herein and the
Employee accepts such appointment.


 


2.2     Term.
The employment of the Employee hereunder shall commence on the date hereof and shall continue until terminated in accordance with
the terms of this First Restated Agreement.


 


2.3     Duties
and Reporting. The Employee will report directly to the chairman of the board of directors of the Company and shall carry out
all duties and responsibilities which are from time to time assigned to him by the board of directors.


 


PART 3


 


BENEFITS
& EXPENSES


 


3.1     (a) Gross
Salary. During the term hereof, and subject to the performance of the services required to be performed hereunder by Employee,
the Company shall pay to the Employee for all services rendered hereunder, as salary, payable not less often than once per month
and in accordance with the Company's normal and reasonable payroll practices, a monthly gross amount equal to U.S. $22,917 (the
"Gross Salary") payable in NIS. Translations to Israeli currency shall be calculated on the basis of the representative
rate of exchange published by a daily newspaper in Israel on the 25th day of each month. This salary shall be reviewed
periodically and may be favorably adjusted along with other benefits accordingly.


 


The parties agree that the position of
the Employee entails a special level of personal trust and that the terms of employment of the Employee and circumstances therein
are such that they do not allow the employer supervision of the Employee work hours as defined in the Hours of Work and Rest Law
-1951 ( hereinafter” Work and Rest Law”) therefore the provisions of the Work and Rest Law shall not apply to the Employee
and limitations set therein including payment for overtime.


 


(b) Office Allowance. Employee frequently
conducts Company business in locations other than the Company’s corporate office and outside of normal business hours. As
a result, Employee requires the use of an office and other customary office expenses. The Company shall therefore pay Employee
a monthly office allowance of up to $4,500 (“Office Allowance”).


 


3.2     Bituach
Menahalim The Company and the Employee will obtain and maintain Manager's Insurance (Bituach Menahalim) and Professional Disability
Insurance for the exclusive benefit of the Employee in the customary form. Each of the Company and the Employee shall contribute
toward the premiums payable in respect of such insurance those amounts which would be recognized under applicable law, but in no
event shall such contributed amounts be more than thirteen and one third percent (13-1/3%) of each monthly Gross Salary and Office
Allowance payment from the Company and five percent (5 %) of such amount from the Employee. It is hereby agreed that in the event
that Employee's employment hereunder is terminated by the Company or the Employee for any reason, Employee will be eligible to
receive all amounts accrued to him in the fund.


 






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3.3     Keren
Heshtalmut The Company and the Employee shall maintain an advancement fund (Keren Heshtamlut) for exclusive benefit of the
Employee. The Company shall contribute to such fund an amount equal to 7-1/2% of each monthly Gross Salary payment and the employee
shall contribute to such fund an amount equal to 2-1/2% of each monthly Gross Salary payment. The Employee hereby instructs the
Company to transfer to such advancement fund the amount of the Employee's and the Company's contribution from each monthly Gross
Salary payment. Employee can elect to receive any part of the Company’s contribution in cash should this be more efficient
for tax purposes at the Employee’s election. On termination, Employee will be eligible to receive all amounts accrued in
the fund.


 


3.4     Cell
Phone. Company shall provide the Employee with a cell phone and pay for its maintenance and use. The taxable benefits on these
items will be grossed up in the monthly salary “gilum hatavah”.


 


3.5     Car.
Company shall provide Employee with use of a Company automobile and Company shall pay for gas, insurance, maintenance and licensing.
The taxable benefits on this item will be grossed up in the monthly salary “gilum hatavah”.


 


3.6     Benefits.
The Employee shall be entitled to participate in all of the Company's benefit plans generally available to its senior level employees
from time to time.


 


3.7     Expenses.
All expenses reasonably incurred by the Employee shall be reimbursed, together with any applicable sales and goods and services
taxes, by the Company within 10 Business Days after presentation by the Employee of proper invoices and receipts in keeping with
the policies of the Company as established from time to time.


 


3.8 Options. Subject to the Employee
entering into the Company's standard Employee Stock Option agreement, for services required to be performed hereunder by Employee,
the Employee shall be entitled to participate in an employee stock option plan of the Company. Each year on the anniversary of
this First Restated Agreement the Company shall grant to Employee under the Company’s 2011 Incentive Stock Option Plan (or
such other plan as appropriate) non qualified options for 40,000 shares of Common Stock of the Company, which so long as Employee
remains in the employ of the Company shall vest as follows and in accordance with the terms of the Company’s standard Employee
Stock Option agreement: 10,000 options shall vest at the end of each 90 day period. The vested options shall be exercisable until
June 17, 2022. The per share exercise price of the options shall be $0.01.


 


3.9     Vacation.
The Employee shall be entitled to an annual vacation of twenty three (23) working days at full pay. Vacation days may not be accumulated
without the approval of the Company in its reasonable discretion. Employee shall not take more than 10 consecutive Business Days
vacation without Company approval in its reasonable discretion. Vacation days shall be prorated for any portion of a year to the
date of termination. In addition, the Employee shall be entitled to unpaid vacation during Chol Hamoed Pesach and Sukkot.


 






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3.10     Withholding
Tax Company shall withhold, or charge Employee with, all taxes and other compulsory payments as required under applicable law
with respect to all payments, benefits and/or other compensation paid to Employee in connection with his employment with Company.


 


PART
4


 


EMPLOYEE'S
COVENANTS


 


4.1     Service.
The Employee shall devote the whole of his time, attention and ability to the business of the Company and shall well and faithfully
serve the Company and shall use his best efforts to promote the interests of the Company. The Employee appreciates that the Employee's
duties may involve significant travel from the Employee's place of employment, and the Employee agrees to travel as reasonably
required in order to fulfill the Employee's duties. The Employee may sit on boards of other companies unless there is a reasonable
basis upon which the Company may deny him the right to do so.


 


4.2     Duties
and Responsibilities. The Employee shall duly and diligently perform all the duties assigned to him while in the employ of
the Company, and shall truly and faithfully account for and deliver to the Company all money, securities and things of value belonging
to the Company which the Employee may from time to time receive for, from or on account of the Company.


 


4.3     Rules
and Regulations. The Employee shall be bound by and shall faithfully observe and abide by all the rules and regulations of
the Company from time to time in force which are brought to his notice including insider trading policies and underwriter lock
ups, from time to time in force which are brought to his notice.


 


PART 5


 


CONFIDENTIAL
INFORMATION AND DEVELOPMENTS


 


5.1     "Confidential
Information" means information, whether or not originated by the Employee, that relates to the business or affairs of
the Company, its affiliates, clients or suppliers and is confidential or proprietary to, about or created by the Company, its affiliates,
clients, or suppliers. Confidential Information includes, but is not limited to, the following types of confidential information
and other proprietary information of a similar nature (whether or not reduced to writing or designated or marked as confidential):


 


(i) work product resulting from or related
to work or projects performed for or to be performed for the Company or its affiliates, including but not limited to, the interim
and final lines of inquiry, hypotheses, research and conclusions related thereto and the methods, processes, procedures, analysis,
techniques and audits used in connection therewith;


 






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(ii) computer software of any type or form
and in any stage of actual or anticipated development, including but not limited to, programs and program modules, routines and
subroutines, procedures, algorithms, design concepts, design specifications (design notes, annotations, documentation, flowcharts,
coding sheets, and the like), source code, object code and load modules, programming, program patches and system designs;


 


(iii) information relating to developments
(as hereinafter defined) prior to any public disclosure thereof, including but not limited to, the nature of the developments,
production data, technical and engineering data, test data and test results, the status and details of research and development
of products and services, and information regarding acquiring, protecting, enforcing and licensing proprietary rights (including
patents, copyrights and trade secrets);


 


(iv) internal Company personnel and financial
information, vendor names and other vendor information, purchasing and internal cost information, internal services and operational
manuals, and the manner and method of conducting the Company's business;


 


(v) marketing and development plans, price
and cost data, price and fee amounts, pricing and billing policies, quoting procedures, marketing techniques and methods of obtaining
business, forecasts and forecast assumptions and volumes, and future plans and potential strategies of the Company that have been
or are being discussed; and


 


(vi) all information that becomes known
to the Employee as a result of employment that the Employee, acting reasonably, believes is confidential information or that the
Company takes measures to protect.


 


5.2     Confidential
Information does not include:


 


(i) the general skills and experience gained
during the Employee's employment or engagement with the Company that the Employee could reasonably have been expected to acquire
in similar employment or engagements with other companies;


 


(ii) information publicly known without
breach of this First Restated Agreement or similar agreements; or


 


(iii) information, the disclosure of which
is required to be made by any law, regulation, governmental authority or court (to the extent of the requirement), provided that
before disclosure is made, notice of the requirement is provided to the Company, and to the extent of the requirement, (to the
extent reasonably possible in the circumstances) the Company is afforded an opportunity to dispute the requirement.


 


5.3     "Developments"
means all discoveries, inventions, designs, works of authorship, improvements and ideas (whether or not patentable or copyrightable)
and legally recognized proprietary rights (including, but not limited to, patents, copyrights, trademarks, topographies, know how
and trade secrets), and all records and copies of records relating to the foregoing, that relates solely to the Company's business
and improvements and modifications to it:


 


(i) result or derive from the Employee's
employment or from the Employee's knowledge or use of Confidential Information;


 






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(ii) are conceived or made by the Employee
(individually or in collaboration with others) during the term of the Employee's employment by the Company;


 


(iii) result from or derive from the use
or application of the resources of the Company or its affiliates; or


 


(iv) relate to the business operations
of or actual or demonstrably anticipated research and development by the Company or its affiliates.


 


For greater certainty, discoveries, inventions,
designs, works of authorship, improvements and ideas (whether or not patentable or copyrightable) of the Employee that do not relate
to the business of the Company are not the subject matter of this First Restated Agreement.


 


PART 6


 


NO CONFLICTING
OBLIGATIONS


 


6.1     The Employee
warrants to the Company that:


 


(i) the performance of the Employee's duties
as an employee of the Company will not breach any agreement or other obligation to keep confidential the proprietary information
of any other party; and


 


(ii) the Employee is not bound by any agreement
with or obligation to any other party that conflicts with the Employee's obligations as an employee of the Company or that may
affect the Company's interest in the Developments.


 


6.2     The Employee
will not, in the performance of the Employee's duties as an employee of the Company:


 


(i) improperly bring to the Company or
use any trade secrets, confidential information or other proprietary information of any other party; or


 


(ii) knowingly infringe the intellectual
property rights of any other party.


 


PART
7


 


CONFIDENTIAL
INFORMATION


 


7.1     Protection
of Confidential Information. All Confidential Information, whether it is developed by the Employee during the Employment Period
or by others employed or engaged by or associated with the Company or its affiliates or clients, is the exclusive and confidential
property of the Company or its affiliates or clients, as the case may be, and will at all times be regarded, treated and protected
as such, as provided in this First Restated Agreement.


 






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7.2     Covenants
Respecting Confidential Information. As a consequence of the acquisition of Confidential Information, the Employee will occupy
a position of trust and confidence with respect to the affairs and business of the Company and its affiliates and clients. In view
of the foregoing, it is reasonable and necessary for the Employee to make the following covenants regarding the Employee's conduct
during and subsequent to the Employee's employment by the Company.


 


7.3     Non
Disclosure. At all times during and subsequent to the Employee's employment with the Company, the Employee will not disclose
Confidential Information to any Person (other than as necessary in carrying out the Employee's duties on behalf of the Company)
without first obtaining the Company's consent, and the Employee will take all reasonable precautions to prevent inadvertent disclosure
of any Confidential Information. This prohibition includes, but is not limited to, disclosing or confirming the fact that any similarity
exists between the Confidential Information and any other information.


 


7.4     Using,
Copying, etc. At all times during and subsequent to the Employee's employment with the Company, the Employee will not use,
copy, transfer or destroy any Confidential Information (other than as necessary in carrying out the Employee's duties on behalf
of the Company) without first obtaining the Company's consent, and the Employee will take all reasonable precautions to prevent
inadvertent use, copying, transfer or destruction of any Confidential Information. This prohibition includes, but is not limited
to, licensing or otherwise exploiting, directly or indirectly, any products or services that embody or are derived from Confidential
Information or exercising judgment or performing analysis based upon knowledge of Confidential Information.


 


7.5     Return
of Confidential Information. Within 2 Business Days after the termination of the Employee's employment on any basis and of
receipt by the Employee of the Company's written request, the Employee will promptly deliver to the Company all property of or
belonging to or administered by Company including without limitation all Confidential Information that is embodied in any physical
or ephemeral form, whether in hard copy or on magnetic media, and that is within the Employee's possession or under the Employee's
control.


 


7.6     Obligations
Continue. The Employee's obligations under this Part 7 are to remain in effect in perpetuity.


 


part
8


 


INTELLECTUAL
PROPERTY


 


8.1     Ownership.
All Developments will be the exclusive property of the Company and the Company will have sole discretion to deal with Developments.
For greater certainty, all work done during the Employment Period by the Employee for the Company or its affiliates is a work for
hire of which the Company or its affiliate, as the case may be, is the first author for copyright purposes and in respect of which
all copyright will vest in the Company or the relevant affiliate, as the case may be.


 


8.2     Records.
The Employee will keep complete, accurate and authentic notes, reference materials, data and records of all Developments in the
manner and form requested by the Company. All these materials will be Confidential Information upon their creation.


 






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8.3     Moral
Rights. The Employee hereby irrevocably waives all moral rights arising under statute in any jurisdiction or under common law
which the employee may have now or in the future with respect to the Developments, including, without limitation, any rights the
Employee may have to have the Employee's name associated with the Developments or to have the Employee's name not associated with
the Developments, any rights the Employee may have to prevent the alteration, translation or destruction of the Developments, and
any rights the Employee may have to control the use of the Developments in association with any product, service, cause or institution.
The Employee agrees that this waiver may be invoked by the Company, and by any of its authorized agents or assignees, in respect
of any or all of the Developments and that the Company may assign the benefit of this waiver to any Person.


 


8.4     Further
Assurances. The Employee will do all further things that may be reasonably necessary or desirable in order to give full effect
to the foregoing. If the Employee's co-operation is required in order for the Company to obtain or enforce legal protection of
the Developments following the termination of the Employee's employment, the Employee will provide that co-operation so long as
the Company pays to the Employee reasonable compensation for the Employee's time at a rate to be agreed, provided that the rate
will not be less than the last base salary or compensation rate paid to the Employee by the Company during the Employee's employment.


 


8.5     Obligations
Continue. The Employee's obligations under this Part 8 are to remain in effect in perpetuity.


 


part 9


 


CONSENT
TO ENFORCEMENT


 


The Employee confirms
that all restrictions in Part 7 and 8 are reasonable and valid and all defences to the strict enforcement thereof by the Company
are waived by the Employee. Without limiting the generality of the forgoing, the Employee hereby consents to an injunction being
granted by a court of competent jurisdiction in the event that the Employee is in any breach of any of the provisions stipulated
in Part 7 and 8. The Employee hereby expressly acknowledges and agrees that injunctive relief is an appropriate and fair remedy
in the event of a breach of any of the said provisions.


 


PART 10


 


WARRANTIES,
COVENANTS AND REMEDIES


 


10.1     The obligations
of the Employee as set forth in Parts 6 through 9 will be deemed to have commenced as of the date on which the Employee was first
employed by Company. The Employee warrants that the Employee has not, to date, breached any of the obligations set forth in any
of those Sections. Any breach or threatened breach of those sections by the Employee will constitute Just Cause for immediate termination
of the Employee's employment or engagement by the Company.


 






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10.2     The Employee
understands that the Company has expended significant financial resources in developing its products and the Confidential Information.
Accordingly, a breach or threatened breach by the Employee of any of Parts 6 through 9 could result in unfair competition with
the Company and could result in the Company and its shareholders suffering irreparable harm that is not capable of being calculated
and that cannot be fully or adequately compensated by the recovery of damages alone. Accordingly, the Employee agrees that the
Company will be entitled to interim and permanent injunctive relief, specific performance and other equitable remedies, in addition
to any other relief to which the Company may become entitled.


 


10.3     The Employee's
obligations under each of Parts 6 through 9 are to remain in effect in accordance with each of their terms and will exist and continue
in full force and effect despite any breach or repudiation of this First Restated Agreement or the Employee's employment (including,
without limitation, the Employee's wrongful dismissal) by the Company.


 


PART 11


 


TERMINATION


 


11.1     Termination
by the Employee. The Employee may terminate this First Restated Agreement upon 60 Business Days prior written notice given
by the Employee to the Company. The Company, at its sole discretion, may instruct the Employee not to come to Company offices or
do any work hereunder during such notice period. Upon the termination of employment by the Employee under this Section 11.1 the
Company shall pay to the Employee all Gross Salary, bonuses and other benefits earned or accrued up to the date of termination
(including all amounts in section 3.2 (Bituach Menahalim), section 3.3 (Keren Heshtalmut), section 3.4 (cell phone) and section
3.5 (Car)), but otherwise all obligations of the Company under this First Restated Agreement shall end.


 


11.2     Definition
of "Just Cause". "Just Cause" means:


 


(i) Employee’s conviction of, or
plea of nolo contendere, to any felony or to a crime involving moral depravity or fraud; (ii) Employee’s commission of an
act of dishonesty or fraud or breach of fiduciary duty or act that has a material adverse effect on the name or public image of
the Company, as determined by the Board provided the Board affords the Employee the opportunity to personally appear before the
Board in order to state his case prior to the Board voting to so terminate the Employee; (iii) Employee’s commission of an
act of willful misconduct or gross negligence, as determined by the Board provided the Employee shall have the opportunity to state
his case before the Board prior to the Board taking such decision to so terminate the Employee; (iv) the failure of Employee to
perform his duties under this First Restated Agreement; (v) the material breach of any of Employee’s material obligations
under this First Restated Agreement; (vi) the failure of Employee to follow a directive of the Board; or (vii) excessive absenteeism,
chronic alcoholism or any other form of addiction that prevents Employee from performing the essential functions of his position
with or without a reasonable accommodation; provided, however, that the Company may terminate Employee’s employment
for Just Cause, as to (iv) or (v) above, only after failure by Employee to correct or cure, or to commence or to continue to pursue
the correction or curing of, such conduct or omission within ten (10) days after receipt by Employee of written notice by the Company
of each specific claim of any such misconduct or failure.


 






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11.3     Termination
by the Company for Just Cause. The Company may terminate this First Restated Agreement at any time for Just Cause without notice
and (except as provided in the immediately following sentence) without payment of any compensation by way of anticipated earnings,
damages, or other relief of any kind whatsoever. Upon the termination of employment by the Company for Just Cause, the Company
shall pay to the Employee all salaries, bonuses, vacation and other benefits, if any, earned or accrued up to the date of termination,
including all amounts in Bituach Menahalim fund under section 3.2, but otherwise all obligations of the Company under this First
Restated Agreement end.


 


11.4     Termination
by the Company for Other Than Just Cause. The Company may terminate this First Restated Agreement at any time for other than
Just Cause upon the following terms: (a) if the Company so terminates this First Restated Agreement at any time, the Company shall
pay to the Employee a lump sum equal to six times the monthly base salary then payable. Such payment shall be credited towards
any payment due pursuant to the Prior Notice For Dismissal and Resignation Law-2001. In addition,
Employee shall receive the Bituach Menahalim fund under section 3.2; and (b) upon any such termination, all bonuses or other benefits
earned or accrued up to the date of termination or expiry shall be paid by the Company, but except for payments to be made pursuant
to Sections 11.4(a) or (b), as applicable, all obligations of the Company under this First Restated Agreement shall end upon such
termination or failure to renew.


 


11.5     Termination
by the Employee for Good Reason. The Employee may terminate this First Restated Agreement at any time upon the occurrence of
any of the following events (each a "Good Reason"), if such occurrence takes place without the express written
consent of the Employee:


 


(a)     a change
in the Employee's title or position or a material diminution in the Employee's duties or the assignment to the Employee of duties
which materially impairs the Employee's ability to function in his current capacity for the Company, or, with respect an assignment
of duties only, is materially inconsistent with his duties;


 


(b)     any material
change in the Employee's direct reporting obligations;


 


In the event that the Employee terminates
this First Restated Agreement for Good Reason, he shall be entitled to the same payments and benefits as provided in Section 11.4
of this First Restated Agreement as if the Company had terminated this First Restated Agreement at the time that the Employee terminates
this First Restated Agreement under this Section 11.5.


 


11.6     Full
and Final Release. In order to be eligible for the payments as set forth in this Section 11 the Employee must (i) execute and
deliver to the Company a general release, in a form satisfactory to the Company and Employee, and (ii) be and remain in full compliance
with his obligations under this First Restated Agreement.


 






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11.7     Fair
and Reasonable. The parties confirm that the provisions contained in Sections 11.4 and 11.5 are fair and reasonable and that
all such payments shall be in full satisfaction of all claims which the Employee may otherwise have at law against the Company
including, or in equity by virtue of such termination of employment.


 


11.8     Return
of Property. Upon the termination of the Employee's employment for any reason whatsoever, the Employee shall at once deliver
or cause to be delivered to the Company all books, documents, effects, money, computer equipment, computer storage media, securities
or other property belonging to the Company or for which the Company is liable to others, which are in the possession, charge, control
or custody of the Employee.


 


11.9     Provisions
Which Operate Following Termination. Notwithstanding any termination of this First Restated Agreement for any reason whatsoever,
provisions of this First Restated Agreement necessary to give efficacy thereto shall continue in full force and effect.


 


11.10     Board.
Notwithstanding the foregoing, the termination of Employee’s employment hereunder for any reason shall automatically be deemed
as Employee’s resignation from the Board of Directors of the Company and any affiliates without any further action, except
when the Board shall, in writing, request a continuation of duty as a Director in its sole discretion.


 


PART
12


 


GENERAL


 


12.1     Benefit
& Binding. This First Restated Agreement shall enure to the benefit of and be binding upon the respective successors and
permitted assigns of the parties hereto.


 


12.2     Amendments
& Waivers. No amendment to this First Restated Agreement shall be valid or binding unless set forth in writing and duly
executed by all of the parties hereto. No waiver of any breach of any provision of this First Restated Agreement shall be effective
or binding unless made in writing and signed by the party purporting to give the same and, unless otherwise provided in the written
waiver, shall be limited to the specific breach waived.


 


12.3     Time.
Time shall be of the essence of this First Restated Agreement.


 


12.4     Assignment.
Neither this First Restated Agreement nor the rights and obligations hereunder shall be assignable by either party without the
consent of the other.


 


12.5     Severability.
If any provision of this First Restated Agreement is determined to be invalid or unenforceable in whole or in part, such invalidity
or unenforceability shall attach only to such provision and all other provisions hereof shall continue in full force and effect.


 


12.6     Attornment.
For the purposes of all legal proceedings this First Restated Agreement shall be deemed to have been performed in the State of
Israel and the courts of Kfar Saba shall have jurisdiction to entertain any action arising under this First Restated Agreement.


 






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PART
13


 


ACKNOWLEDGEMENT


 


13.1     The
Employee acknowledges that:


 


(i) the Employee has received a copy of
this First Restated Agreement;


 


(ii) the Employee has had sufficient time
to review and consider this First Restated Agreement thoroughly;


 


(iii) the Employee has read and understands
the terms of this First Restated Agreement and his obligations under this First Restated Agreement;


 


(iv) the restriction placed upon the Employee
by this First Restated Agreement are reasonably necessary to protect the Company's proprietary interests in the Confidential Information
and the Developments and will not preclude the Employee from being gainfully employed in a suitable capacity following the termination
of the Employee's employment, given the Employee's knowledge and experience;


 


(v) the Employee has been given an opportunity
to obtain independent legal advice, or such other advice as the Employee may desire, concerning the interpretation and effect of
this First Restated Agreement and by signing this First Restated Agreement the Employee has either obtained advice or voluntarily
waived the Employee's opportunity to receive the same; and


 


(vi) this First Restated Agreement is entered
into voluntarily by the Employee.


 


PART
14


 


NOTICES


 


Any demand, notice or
other communication (the "Notice") to be given in connection with this First Restated Agreement shall be given
in writing on a Business Day and may be given by personal delivery or by transmittal by facsimile addressed to the recipient as
follows:


 


	To the Company:	
         

        Attention: John Brown

         

        Facsimile: USA: (1) 214-221-6510

         

	 	 
	To the Employee:	Facsimile: Israel: +972 9 743 5238 
	 	 


 






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or such other address or facsimile number
as may be designated by notice by any party to the other. Any Notice given by personal delivery will be deemed to have been given
on the day of actual delivery and if transmitted by facsimile before 3:00 pm on a Business Day, will be deemed to have been given
on that Business Day and if transmitted by facsimile after 3:00 pm on a Business Day, will be deemed to have been given on the
next Business Day after the date of transmission.


 


part
15


 


FURTHER
ASSURANCES


 


The parties shall from
time to time execute and deliver all such further documents and do all acts and things as the other party may reasonably require
to effectively carry out or better evidence or perfect the full intent and meaning of this First Restated Agreement.


 


part
16


 


FAX SIGNATURES


 


This First Restated Agreement
may be signed either by original signature or by facsimile signature.


 


part
17


 


COUNTERPARTS


 


This First Restated Agreement
may be executed by the parties in one or more counterparts, each of which when so executed and delivered shall be an original and
such counterparts shall together constitute one and the same instrument.


 






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IN WITNESS WHEREOF
the parties have duly executed this First Restated Agreement.


 


	 	
        ZION OIL & GAS INC.

         

        /s/ John Brown


____________________________________

        Per: JOHN BROWN

         

        Executive
        Chairman of the Board

        

         

	 	
         

         

        /s/ Richard Rinberg

         

        ____________________

         

        RICHARD RINBERG

         



 






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