Exhibit 10.4(i)


 


EMPLOYMENT AGREEMENT


 


THIS AGREEMENT is
made as of May 1, 2019


 


BETWEEN:


 


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


 


(the “Company”)


 


and -


 


ROBERT DUNN


 


(the “Employee”)


 


CONTEXT OF THIS AGREEMENT


 


A. The Company explores
for oil and gas in Israel.


 


B. The
Company wishes to employ the Employee as the Director of Operations. FOR VALUE RECEIVED, the
sufficiency of which is acknowledged, the parties agree as follows:


 


PART
l


INTERPRETATION


 


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


 


“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 Saturday, Sunday or statutory holiday in the U.S.A. and 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 Entire
Agreement. This Agreement together with the agreements and other documents to be delivered pursuant
to this 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 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 Agreement except as specifically
set forth in this Agreement and any document delivered pursuant to this Agreement. No supplement, modification or waiver or termination
of this Agreement shall be binding unless executed in writing by the party to be bound thereby.


 


1.3 Sections
and Headings. The division of this 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 Agreement. The terms “this
Agreement”, “hereof”, “hereunder” and similar expressions refer to this 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 Agreement.


 


1.4 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.


 


1.5 Applicable
Law. This Agreement shall be construed and enforced in accordance with the laws of the United
States of America, and specifically, those of the State of Texas applicable thereto.


 


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


 


1.7 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 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.


 


PART 2


APPOINTMENT AND DUTIES


 


2.1 Appointment.
The Company agrees to employ the Employee as its Director of Operations with emphasis on the
Company’s seismic program upon the terms and conditions contained herein, and the Employee accepts such appointment.


 


2.2 Term.
The employment of the Employee hereunder shall commence effective May 1, 2019 and shall continue
for an initial term until December 31, 2019 (the “Initial Term”) unless terminated in accordance with the provisions
of this Agreement. This Agreement shall be automatically renewed for successive one (1) year terms (each a “Renewal Term”)
unless the Company or Employee indicates in writing, at least 30 days prior to the termination of this Initial term or any Renewal
term, that it does not intend to renew this Agreement.


 


2.3 Duties
and Reporting. The Employee will report directly to the CEO and/or the President and shall carry out all duties and responsibilities
which are from time to time assigned to him by the Board of Directors and/or the CEO and/or the President.


 




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PART 3


BENEFITS
& EXPENSES


 


3.1 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, $200,000 annually as base 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 $16,667 (the “Gross Salary”). The Board of Directors will review the Gross Salary annually and, in its sole discretion,
consider any increases it deems warranted at that time.


 


3.2 Other
Compensation. The Employee shall be granted a one-time option to purchase up to 100,000 shares of common stock of the Company
at a per share exercise price of $0.01. The options will be vested on a schedule that will allow for vesting of 50,000 options
on September 1, 2019, and the remaining 50,000 options will vest on January 1, 2020 unless a notice of non renewal shall have been
issued pursuant to Section 2.2..


 


3.3 Vehicle
and Housing Allowance. Company shall provide a monthly vehicle allowance in the amount of $
650 for reasonable business use of his vehicle. Zion will provide reasonable housing, either in the form of hotel accommodations
or lease of an apartment at Zion’s discretion with a monthly cap of $2,500.00.


 


3.4 Cell
Phone. Company shall reimburse the Employee for a cell phone and reasonable use charges.


 


3.5 Benefits.
The Employee shall be entitled to fully participate in all of the Company’s benefit plans generally available to its senior level
employees from time to time, including any applicable profit sharing plan, royalty pool, management incentive plan or similar plan
or arrangement; provided, however, nothing herein will be construed to limit, condition or otherwise encumber the Company’s right
to amend, discontinue, substitute or maintain any employee benefits plan, program or perquisite in accordance with applicable law.
Notwithstanding any other provision in this Agreement to the contrary, this Section 3.5 and the rights conferred on Employee herein
shall survive the expiration of this Agreement.


 


3.6 Expenses.
The Employee shall be reimbursed for ordinary, necessary and reasonable out-of-pocket trade or business expenses incurred in
connection with the performance of Employee’s duties under this Agreement, together with any applicable sales, services and other
applicable taxes as a result thereof, by the Company within fifteen (15) 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, subject to the reasonable
approval of the Executive Chairman or the Board of Directors. The Company also authorizes business class travel when flying on
overseas flights.


 




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3.7 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.
Company shall grant to Employee under the Company’s 2011 and any other applicable Stock Option Plan fully vested options to purchase
25,000 shares of Common Stock of the Company during the First Renewal Term, if applicable, at a per share exercise price of $0.01
(“Vested Options”) commencing January 5, 2020, and continuing on fifth (5th) day of January of each applicable successive
Renewal Term. All Options are subject to the terms of the written stock option agreement(s) issued by the Company.


 


3.8 Paid
Time Off/Paid Holidays. The Employee shall be entitled to paid time off (“PTO”) at
the rate of twenty (20) days for each calendar year, pro-rated as applicable for any partial calendar year and subject to the terms
of the Company’s vacation policy. PTO is meant to include all vacation, personal and sick days, and Employee shall be compensated
at the usual rate of base compensation for any PTO. Employee shall not be entitled to any additional PTO. The Employee shall also
be entitled to paid Company Holidays as generally given by the Company. Vacation days may be accumulated for two (2) years, after
which they must be used or redeemed; provided that accumulation of vacation days in excess of forty (40) days may be approved by
the Board of Directors in its discretion. Vacation days shall be prorated for any portion of a year to the date of termination.


 


3.9 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.


 


3.10 Insurance.
The Employee shall be entitled to participate in all health, dental, vision, disability and term
insurance programs offered by the Company to its employees, for which the Company will contribute up to $_2,500.00 per month; provided,
however, until such time as Employee is enrolled under the Company’s applicable plans, the Company shall reimburse Employee for
all premiums paid by Employee under COBRA coverage through Employee’s previous employer.


 


3.11 Professional
Fees. The Company shall pay for or reimburse Employee for all reasonable professional license
fees and/or dues incurred by Employee for membership in oil and gas associations.


 


PART 4


EMPLOYEE’S COVENANTS


 


4.1 Service.
The Employee shall devote substantially all of his business 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 corporate boards unless there is a reasonable basis upon which the Company may deny him the right to do so.


 




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4.2 Duties
and Responsibilities. The Employee shall duly and diligently perform all the duties assigned to him while in the employment
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 including insider trading policies, blackout periods for the purchase and sale of the Company’s
securities and underwriter lock ups, from time to time in force.


 


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;



 


		(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



 




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		(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
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)	resulting or derived from the Employee’s employment
or from the Employee’s knowledge or use of Confidential Information;



 


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



 


		(iii)	resulting from or derived from the use or application
of the resources of the Company or its affiliates; or



 


		(iv)	relating 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 Agreement.


 




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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 Agreement.


 


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.


 




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7.4 Non-Competition.
During Employee’s employment with the Company and for a period of one (1) year after the termination thereof, the Employee
shall not, directly or indirectly, individually or in partnership or in conjunction with any other person or entity:


 


		(i)	be engaged, directly or indirectly, in any manner
whatsoever as an employee, consultant, adviser, principal, agent, member or proprietor in any business that engages in oil and
gas exploration and production in Israel and/or the Palestinian territory without written consent by the Company;



 


		(ii)	be engaged, directly or indirectly, in any manner
whatsoever as an employee, consultant, adviser, principal, agent, member or proprietor in any business that engages in oil and
gas exploration and production in Israel and/or the Palestinian territory in a capacity in which the loyal and complete fulfilment
of Employee’s duties to that business would inherently require Employee’s use, copying or transferring Confidential
Information without written consent by the Company; or



 


		(iii)	advise, invest in, lend money to, guarantee the debts
or obligations of, or otherwise have any other financial or other interest (including an interest by way of royalty or other compensation
arrangements) in or in respect of any person or entity which carries on an oil and gas exploration and production business in
Israel and/or the Palestinian territory without written consent by the Company.



 


7.5 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.


 


7.6 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, custody or under the Employee’s control.


 


7.7 Obligations
Continue. The Employee’s obligations under this Part 7 are to remain in effect in perpetuity unless provided otherwise herein.


 




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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.


 


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.


 


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 defenses to the strict enforcement thereof by the Company are waived
by the Employee. Without limiting the generality of the foregoing, 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.


 




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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 of those sections by the Employee will constitute Just Cause for immediate termination of
the Employee’s employment or engagement by the Company.


 


10.2 The
Employee understands that the Company has expended significant financial resources in developing its products and the Confidential
Information. Accordingly, a 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 or specific performance. 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 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 Agreement upon 30 Business Days prior written notice given by the Employee
to the Company. The Company, at its sole discretion, may elect to accept the 30 Business Days written notice or to reduce or eliminate
the notice period. In such event, the Employee’s employment shall terminate on the earlier day elected by the Company. Such election
on the part of the Company will not alter the nature of the termination as voluntary, and the Company will not be required to pay
any severance or termination payments in respect of a termination by the Employee under this Section 11.1.
Upon the termination of employment by the Employee under this Section 11.1, the Company shall pay to the Employee all bonuses
and other benefits earned or accrued up to the date of termination, but otherwise all obligations of the Company under this 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 Agreement; (v) the breach of any of Employee’s obligations under this
Agreement; (vi) the failure of Employee to follow a directive of the Executive Chairman or 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 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 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,
but otherwise all obligations of the Company under this Agreement end.


 


11.4 Termination
by the Company for Other Than Just Cause. The Company may terminate this Agreement at any time for other than Just Cause
upon the following terms:


 


		(a)	if the Company so terminates this Agreement at any
time during the Initial Term of this Agreement, the Company shall pay to the Employee an amount equal to the base salary then
payable, if any, for the period from the date of such termination to the end of the Initial Term, as if the Agreement had not
been so terminated and in all cases, subject to the deductions in Section 3.9;



 


		(b)	if the Company so terminates this Agreement after
the Initial Term or during a Renewal Term, the Company shall pay the Employee an amount equal to the base salary, if any, then
payable to the Employee for a period of three months subject to the deductions in Section 3.9; and



 


		(c)	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 such payments and the payments
to be made pursuant to Sections 1l.4(a) or (b), as applicable, all obligations of the Company under this Agreement shall end
upon such termination or failure to renew. Payments under Sections l1.4(a) or (b) shall be payable monthly subject to deductions
in Section 3.9.



 


11.5 Termination
by the Employee for Good Reason. The Employee may terminate this 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:


 


		(i)	a negative 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 to an assignment of
duties only, is materially inconsistent with his duties; and



 




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		(ii)	any material change in the Employee’s direct
reporting obligations.



 


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


 


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 Agreement for any reason whatsoever, provisions
of this 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 Agreement shall inure 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 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 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.


 




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


 


12.4 Assignment.
Neither this 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 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 Agreement shall be deemed to have been performed in the State of Texas and the
courts of Dallas County shall have jurisdiction to entertain any action arising under this Agreement.


 


PART 13


ACKNOWLEDGEMENT


 


The Employee acknowledges that:


 


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



 


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



 


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



 


		(iv)	the restrictions placed upon the Employee by this
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 Agreement
and by signing this Agreement the Employee has either obtained advice or voluntarily waived the Employee’s opportunity to
receive the same; and



 


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



  




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PART 14


NOTICES


 


Any demand, notice or other
communication (the “Notice”) to be given in connection with this Agreement shall be given in writing on a Business
Day and may be given by personal delivery or by confirmed email to the recipient as follows:



  


	To the Company:	 
	 	Attention: Executive Chairman
	 	 
	 	Email: john.brown@zionoil.com
	 	 
	To the Employee:	Email:


 


or such other address or email
address as may be designated by notice by any party to the other. Any Notice given by personal delivery or email will be deemed
to have been given on the day of actual delivery or 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 Agreement.


 


PART 16


FAX SIGNATURES


 


This Agreement may be signed either by original signature or
by scanned and emailed signature.


 


PART 17


COUNTERPARTS


 


This 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
Agreement.


 


	 	ZION OIL & GAS, INC.
	 	 	 
	 	By	/s/ JOHN BROWN 
	 	 	JOHN BROWN,
	 	 	CHIEF EXECUTIVE OFFICER
	 	 	 
	 	Date:	4/9/19 
	 	 	 
	 	/s/ ROBERT DUNN
	 	ROBERT DUNN
	 	 	 
	 	Date: April 9th 2019 


 


 


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