Unassociated Document


    EXHIBIT
10.1

     

    EMPLOYMENT
AGREEMENT

     

    THIS AGREEMENT is made as of
February 1, 2009

     

    B E T W E
E N:

     

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

     

    (the
"Company")

     

    and
-

     

    SANDRA
F. GREEN

     

    (the
"Employee")

     

    


     

    CONTEXT
OF THIS AGREEMENT

     

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

     

    B.        The Company wishes to
employ the Employee 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 United
States.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    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 its Chief Financial Officer and Senior
Vice President 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 for an initial term of one year (the “Initial Term”) unless terminated
in accordance with the provisions of this Agreement.  This Agreement
shall be renewed for successive one year terms (each a “Renewal Term”) unless
the Company or Employee indicates in writing, more than 60 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 chief
executive officer of the Company and shall carry out all duties and
responsibilities which are from time to time assigned to her by the chief
executive officer.

     

    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 U.S. $16,667.00 (the "Gross Salary").

    


    The Gross
Salary shall commence to be paid to Employee on February 1, 2009, provided
however, that in any event and at all times Gross Salary and any amount deferred
shall be paid based upon the percentage of salary and deferred salary being paid
by the Company to all of its other executive officers.

    


    3.2    Cell Phone. Company shall
provide the Employee with a cell phone and pay for its maintenance and
use.

    


    3.3    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.

     

    3.4    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.

     

    3.5    Options. 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 Company’s 2005 Stock Option Plan options for 50,000 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 and subject
to Employee executing the Company’s standard Employee Stock Option agreement:
20,000 options shall vest at the end of the Initial Term and 15,000 options
shall vest at the end of each 12 month period thereafter. The vested options
shall be exercisable until December 31, 2014. The per share exercise price of
the options shall be the closing price of the stock on the last trading day
before February 1, 2009.

    


    3.6    Vacation. The Employee shall
be entitled to an aggregate of 15 business days of vacation per contract year,
to be taken at times that are mutually agreeable to the
parties.  Vacation days shall be prorated for any portion of a year to
the date of termination.  Vacation days not used in one year may be
carried forward or accumulated for use by Employee in subsequent
years.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    3.7    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 her employment with
Company.

    


    PART
4

    EMPLOYEE'S
COVENANTS

     

    4.1                      Service.  The
Employee shall devote 100% of her time, attention and ability to the business of
the Company and shall well and faithfully serve the Company and shall use her
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 her
the right to do so.

     

    4.2           Duties and Responsibilities.
The Employee shall duly and diligently perform all the duties assigned to her
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.

     

    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

                                        	 
	 	 	 
	
                                          (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)

              	
                      
                        
                    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

    SOLICITATION

     

    7.1                      Definition.

     

    "Employment Period" means the
period during which the Employee is employed by the Company.

     

    7.2           No Solicitation of Employees.
The Employee acknowledges the importance to the business carried on by the
Company of the human resources engaged and developed by it and the unique access
that the Employee's employment offers to interfere with these resources.
Accordingly, the Employee will not during the Employment Period and for a period
of 2 years thereafter, induce or solicit, attempt to induce or solicit or assist
any third party in inducing or soliciting any employee or consultant of the
Company, to leave the Company or to accept employment or engagement
elsewhere.

     

    PART
8

    CONFIDENTIAL
INFORMATION

     

    8.1                      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.

     

    8.2                      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.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    8.3                      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.

     

    8.4                      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.

     

    8.5                      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.

     

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

     

    PART
9

    INTELLECTUAL
PROPERTY

     

    9.1                      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.

     

    9.2                      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.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    9.3                      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.

     

    9.4                      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.

     

    PART
10

    CONSENT TO
ENFORCEMENT

     

    The
Employee confirms that all restrictions in Part 8 and 9 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 8 and 9. 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
11

    WARRANTIES, COVENANTS AND
REMEDIES

     

    11.1                      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.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    11.2                      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.

     

    11.3                      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, or alleged breach or repudiation,
of this Agreement or the Employee's employment (including, without limitation,
the Employee's wrongful dismissal) by the Company.

     

    PART
12

    TERMINATION

     

    12.1                      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
12.1.  Upon the termination of employment by the Employee under this
Section 12.1 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.

     

    12.2                      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 her 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 her case before the
Board prior to the Board taking such decision to so terminate the Employee; (iv)
the failure of Employee to perform her 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 CEO; or (vii)
excessive absenteeism, chronic alcoholism or any other form of addiction that
prevents Employee from performing the essential functions of her 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.

    


    12.3                      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.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    12.4                      Termination or Decision not to Renew
by the Company for Other Than Just Cause.  The Company may
terminate this Agreement at any time for other than Just Cause or decide not to
renew this Agreement upon any renewal date for other than Just Cause upon the
following terms:

     

    
      
        	
                      
                  (a)

                

              	
                      
                        
                          
                            
                              
                          if
      the Company so terminates this Agreement at any time subsequent to the
      first six months of the Initial Term of this Agreement or during a Renewal
      Term, the Company shall pay to the Employee an amount equal to the Gross
      Salary then payable, for the period from the date of such termination to
      the end of the Initial Term or Renewal Term as if the Agreement had not
      been so
      terminated;

                        

                      

                    

                  

                

              	 
	 	 	 
	
                      
                  (b)

                

              	
                      
                        
                          
                            
                              
                          upon
      any such termination or failure to renew, 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 12.4(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 12.4(a) or (b) shall be payable monthly
      subject to deductions in Section
      3.7.

                        

                      

                    

                  

                

              	 
	 	 	 
	      
                (c)

              	      
                in
      event of termination within first six months of Initial term the Company
      shall pay to Employee in one lump sum all Gross Salary deferred through
      the date of termination.

              	 


      

    

     

    12.5                      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 an assignment of duties only,
      is materially inconsistent with his
      duties;

                        

                      

                    

                  

                

              	 


      

    

    
      
      

    

     

    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 12.4 of this
Agreement as if the Company had terminated this Agreement at the time that the
Employee terminates this Agreement under this Section 12.5.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    12.6                      Full and Final
Release.  In order to be eligible for the payments as set forth
in this Section 12 the Employee must (i) execute and deliver to the Company a
general release, in a form satisfactory to the Company, and (ii) be and remain
in full compliance with his obligations under this Agreement.

     

    12.7                      Fair and
Reasonable.  The parties confirm that the provisions contained
in Sections 12.4 and 12.5 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.

     

    12.8                      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.

     

    12.9                      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.

     

    12.10                      Board. Notwithstanding the
foregoing, the termination of Employee’s employment hereunder for any reason
shall automatically be deemed as Employee’s resignation (to extent Employee
serves in such capacity) 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
13

    GENERAL

     

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

     

    13.2                      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.

     

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

     

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

     

    13.5                      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.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    13.6                      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 shall have jurisdiction
to entertain any action arising under this Agreement.

     

    PART
14

    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
      restriction 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, give 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.

            	 


    

     

    PART
15

    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:

            	
              6510
      Abrams Road, Suite 300, Dallas, TX 75231

               

              Attention:  CEO

               

              Facsimile:

            
	 
      	 
      
	
              To
      the Employee:

            	
              Facsimile:
      

            
	 
      	 
      


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    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
16

    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 effectively
carrying out or better evidencing or perfecting the full intent and meaning of
this Agreement.

     

    PART
17

     

    FAX
SIGNATURES

     

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

     

    PART
18

    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.

     

    IN WITNESS WHEREOF the parties
have duly executed this Agreement.

     

    
      
        
          
            	 
      	
                    ZION
      OIL & GAS, INC.

                    /s/: Richard
      Rinberg                                                
      

                    Per:  Richard
      Rinberg

                  


          

        

         

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

         

      

    

    
      	 
      	
              /s/: Sandra F.
      Green                                                
      

               

              SANDRA
      F. GREEN