Exhibit 10.1


 


EMPLOYMENT
AGREEMENT


 


THIS
AGREEMENT is made as of January 1, 2014


 


B
E T W E E N:


 


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


 


(the
“Company”)


 


and-


 


JOHN
BROWN


 


(the
“Employee”)


 


CONTEXT
OF THIS AGREEMENT


 


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


 


B.           Employee
has been serving as Chairman of the Board of Directors (“Board”) of the Company since April 2000 and, in January 2008,
Employee and the Company entered into an agreement, which terminated on December 31, 2009, pursuant to which Employee served as
Chairman of the Board. Since January 21, 2010, Employee has served as the Executive Chairman and on October 18, 2012 the Employee
was appointed by the Board as the Interim Chief Executive Officer in addition to serving as the Executive Chairman.


 


C.           The
Company wishes to employ the Employee as the Chief Executive Officer and for Employee’s continuation as the Executive Chairman
upon the terms and conditions as set out herein.


 


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


 


PART
1


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.


 


“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 State of Texas applicable
therein.


 


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 the Chief Executive Officer and the continuation as the Executive Chairman of the
Board upon the terms and conditions contained herein and the Employee accepts such appointments.


 




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2.2           Term. The
employment or the Employee hereunder shall commence effective January 1, 2014 and shall continue for an initial term
until December 31, 2016 (the “Initial Term”) unless terminated in accordance with the provisions of this
Agreement. This Agreement shall be renewed for successive two year terms (each a “Renewal Term”) unless the Company
or Employee indicates in writing, more than 90 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 Board of the Company and shall carry out all duties and
responsibilities which are from time to time assigned to him by the Board.


 


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, 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
$19,250 (the “Gross Salary”). The Gross Salary shall be reviewed periodically and may be favorably adjusted along
with other benefits accordingly.


 


3.2           Annual
Bonus. Employee will receive an annual bonus of $30,000, payable as soon as practicable after the signing of this agreement
but no later than the fifth (5th) business day thereafter, less the deductions set forth in Section 3.9 below, and
such $30,000 bonus shall be payable for each year thereafter the first year on or about January 1st (beginning January
1, 2015), but no later than the fifth (5th) business day thereafter, less the deductions set forth in Section 3.9 below.


 


3.3           Vehicle. Company
shall provide Employee with use of a vehicle and the Company shall pay for registration, gas, maintenance and
insurance.


 


3.4           Cell
Phones. Company shall provide the Employee with cell phones and pay for their maintenance and use.


 


3.5           Benefits. (i)
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.


 


(ii)
The Employee shall be entitled to fully participate in any profit sharing plan, royalty pool, management incentive plan or
similar plan or arrangement, including, but not limited to, a “Long Term Management Incentive Plan” as described in
Section 6 of Employee’s Personal Employment Agreement with the Company dated January 1, 2004, on the most favorable basis as,
and at the same time as, any other senior officer or consultant of the Company in the event any such plan or arrangement is
made available to them by written contract or otherwise. Notwithstanding any other provision in this Agreement to the
contrary, this Section 3.5(ii) and the rights conferred on Employee herein shall survive the termination or expiration of
this Agreement. Any questions which arise as to entitlement hereunder shall be resolved in favour of the Employee.


 






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3.6           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.


 


In
the event that the Parties deem it in the best interest of the Company for Employee to work in the State of Israel, the Company
shall pay to Employee all reasonably incurred one time moving expenses (customarily paid by companies under such circumstances)
for Employee and his wife to move to the State of Israel and, upon cessation of work in the State of Israel, to move back to the
United States. In addition, while the Employee resides in the State of Israel, the Company shall pay monthly rental for a residence
for Employee (“Rental Expenses”) and ‘per diem’ expenses of $800 in the aggregate per month.


 


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 2005 or 2011 Stock Option Plans non qualified options for 25,000
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: - options for 5,000 shares shall
vest at the end of each 90 day period, commencing March 31, 2014. The vested options shall be exercisable until January 31,
2024. The per share exercise price of the options shall be $0.01. In the event that this Agreement continues after the
Initial Term, the Company shall grant to the Employee additional stock options which in no event shall be less than the per
terra amount granted herein with such other terms to be agreed upon by the parties.


 


3.8           Vacation. The
Employee shall be entitled to an annual vacation of twenty three (23) working days at full pay. 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 six (46) days may be approved by the Board 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 participate in the Company’s health insurance program and the Company shall reimburse Employee
for any health insurance costs and health care and/or medical expenses incurred additionally by the Employee.


 




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3.11          Office
Allowance. Employee frequently conducts Company business in locations other than the Company’s corporate office and
outside of normal business hours. If the Employee requires
the use of an office, secretarial services and other customary office expenses, the Company shall pay Employee a monthly office
allowance of up to $3,500.


 


PART
4


EMPLOYEE’S
COVENANTS


 


4.1           Service.
The Employee shall devote all 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 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;
	 	 	 
		(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;



 




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		(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 arid 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 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.



 






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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;
	 	 	 
		(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 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 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.


 






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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, 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 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 60 Business Days prior written notice given by the Employee to the Company. The Company, at its sole discretion,
may elect to accept the 60 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 ease 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 material breach of any of Employee’s material
obligations under this 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 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 longer of (a) 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 (b) twelve
                                         months, 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 twelve months as if the Agreement had not been so terminated
                                         or had been renewed, 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 11.4(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 11.4(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 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;


 




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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 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 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.



 







    	 	13	 



     


    

 



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 transmittal by facsimile addressed to the recipient as
follows:


 


To
the Company:


 


Attention:
President


 


Facsimile:
214-221-6510


 


	To the Employee:	Facsimile: 214-221-6510




 


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 Agreement.


 


PART
16


FAX
SIGNATURES


 


This
Agreement may be signed either by original signature or by facsimile 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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    	 	14	 



     


    

 


IN
WITNESS WHEREOF the parties have duly executed this Agreement.


 


	 	ZION OIL & GAS, INC.
	 	 
	 	VICTOR G. CARRILLO

    President and COO
	 	 
	 	JOHN BROWN




 


 


15