Unassociated Document


     

    SETTLEMENT
AGREEMENT

    


    SETTLEMENT AGREEMENT dated and
effective as of the 7th day December 2009 by and between Zion Oil & Gas, Inc. (the
“Company”) and Glen
Perry (the “Employee”).

    


    WITNESSETH

    


    WHEREAS, the Parties entered
into an employment agreement dated January 4, 2004 (the "Employment Agreement");
and

    


    WHEREAS, the Parties wish to
terminate their relationship under the Employment Agreement in accordance with
the terms and conditions hereto

    


    NOW, THEREFORE, in
consideration of the mutual promises and covenants contained in this agreement
the Parties hereby agree as follows:

    


    1.           Representations and Undertakings by
Perry

    


    In
consideration of the undertakings by the Company contained herein, Employee
hereby agrees, represents and covenants as follows:

    


    a)           Employee
acknowledges and agrees that the Section 8 (proprietary information), Section 9
(non-competition) and Section 11 (Taxes) of the Employment Agreement shall
continue in full force and effect in accordance with their terms.

    


    b)           Employee
shall return to the Company all Company property in his possession, control or
under his influence including any Proprietary Information as defined in the
Employment Agreement.

    


    c)           Employee
acknowledges and agrees that the undertakings, release and payments by Company
contained in this Agreement are intended to be made in lieu of any amounts, now
or in the future, payable by Company to Employee under the terms of the
Employment Agreement and in full satisfaction of all claims by Employee to any
payments owing from the Company (and its affiliates, officers, directors,
shareholders, employees, agents, attorneys, insurers, successors and assigns) in
connection with his retention under the Employment Agreements or to any other
demands, claims, rights or privilege.

    


    2.           Representations and Undertakings by
the Company

    


    2.1           In
consideration of the undertakings by the Employee contained herein, Company
hereby agrees, represents and covenants as follows:

    


    a)           Company
acknowledges and agrees that the Section 10 (Indemnification and Insurance) of
the Employment Agreement shall continue in full force and effect in accordance
with its terms with respect to any actions arising during the term of the
Employment Agreement.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    2

     

     

    b)           Company
shall pay to Employee the aggregate sum of $180,000 less deductions and
withholdings under applicable law customarily made by Company. The said
aggregate sum shall be paid as follows. The sum of $92,150 shall be paid to
Employee on January 4, 2010 and the sum of $43,925 shall be paid to Employee on
each of the first business days of each of the months of February and March of
2010.

    


    c)           All
corporate action on the part of the Company necessary for the authorization,
execution and delivery of this Agreement, the performance of all obligations of
the Company hereunder has been taken.

    


    3.           Termination of Agreements &
Other Positions

    


    3.1           Upon
execution hereof by both Parties the Employment Agreement shall automatically
and without any further action on the part of the Parties be terminated, except
to the extent otherwise provided herein.

    


    3.2           By
his execution of this Agreement, and without any further action, Employee hereby
resigns, effective immediately, from any positions he holds with the Company,
the Abraham Foundation (Switzerland) and the Bnei Joseph Foundation (R.A)
(Israel) including as an officer, executive, member or as a
director.

    


    4.           Releases

    


    4.1           In
consideration of the full and timely performance of the undertakings of Company
in this Agreement, and the release contained in Section 4.2 below, Employee (and
each of his respective, attorneys, agents, heirs, successors, executors,
personal representatives and assigns) does hereby absolutely and unconditionally
waive, release and forever discharge Company (and its affiliates, officers,
directors, shareholders, employees, agents, attorneys, insurers, successors and
assigns) from any claims, demands, obligations, liabilities, rights, causes of
action and damages, whether liquidated or unliquidated, absolute or contingent,
known or unknown, arising prior to or concurrent with the date hereof,
including, without limitation, any claim under the Employment Agreement, claims
under any labor laws and regulations including claims for wrongful termination,
claims with respect to the stock options, claims with respect to any other
payment required under law or claims with respect to or under any government
regulatory authorities or agencies. The foregoing release shall not be construed
as a waiver by Employee of the compliance by the Company with its undertakings
contained in this Agreement.

    


    4.2           In
consideration of the full and timely performance of the undertakings of Employee
in this Agreement and the release in Section 4.1 above, the Company (and its
officers, directors, shareholders, employees, attorneys, agents, successors, and
assigns) does hereby absolutely and unconditionally waive, release and forever
discharge Employee and his respective, agents, attorneys, insurers, successors,
executors and assigns, from any claims, demands, obligations, liabilities,
rights, causes of action and damages, whether liquidated or unliquidated,
absolute or contingent, known or unknown, arising prior to or concurrent with
the date hereof, including, without limitation, any claim under the Employment
Agreement or claims with respect to or under any government regulatory
authorities or agencies. The foregoing release shall not be construed as a
waiver by the Company of the compliance by Employee of his undertakings
contained in this Agreement.

    
      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      3

       



    5.           Reliance
and Complete Agreement.

    


    The
parties acknowledge and agree that in the execution of this Agreement, neither
has relied upon any representation by any party or attorney, except as expressly
stated herein. Moreover, this Agreement shall represent the complete and entire
agreement between the parties, to the exclusion of any and all other prior or
concurrent terms, written or oral.  No supplement, modification or
waiver or termination of this Agreement or any provision hereof shall be binding
unless executed in writing by the parties to be bound thereby.

    


    6.           Headings.

    


    Section
and subsection headings are not to be considered part of this Agreement and are
included solely for convenience and are not intended to be full or accurate
descriptions of the content thereof.

    


    7.           Successors
and Assigns.

    


    Except as
otherwise provided in this Agreement, all the terms and provisions of this
Agreement shall be upon, and shall inure to the benefit of, the parties hereto
and their respective heirs, personal representatives, successors and
assigns.

    


    8.           Counterparts.

    


    This
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.

    


    9.           Entire
Agreement.

    


    This
Agreement may be executed in counterparts. This Agreement constitutes the entire
agreement among the parties hereto with respect to the subject matter hereof and
supersedes any prior or contemporaneous understanding or agreement, written or
verbal, among the parties with respect to the subject matter
hereof.

    


    10.           Governing
Law; Jurisdiction and Forum.

    


    This
Agreement, its interpretation, validity, construction, enforcement and effect
shall be governed by and construed under the laws of the State of Texas without
reference or effect to the principles of conflict of laws. Each of the parties
consents to the jurisdiction of the appropriate court in the County of Dallas in
connection with any dispute arising under this Agreement and hereby waives, to
the maximum extent permitted by law, any objection, including any objection
based on forum non conveniens, to the bringing of any such proceeding in such
jurisdictions.

    
      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      4

       



    12.           Representations.

    


    Each of
Employee and the Companies acknowledges that they have had the opportunity to
consult with legal counsel respecting this Agreement. Each person executing this
Agreement on behalf of a corporation hereby represents and warrants that he has
been authorized to do so by all necessary corporate action.

    


    13.           Non-Disparagement.

    


    Neither
of the Parties (and their respective heirs, personal representatives,
successors, affiliates, subsidiaries, officers or stockholders), shall disparage
the other Party hereto or their businesses. For greater certainty the Employee
shall henceforth refrain from making any comments, directly or indirectly, in
any forum or media (verbal or written) concerning the Company or its affiliates,
officers, directors, shareholders, employees, agents and attorneys.

    


    14.           Filings.

    


    The Company shall file a current report
on Form 8-K relating to the subject matter of this Agreement, and a copy of this
agreement shall be filed as an exhibit thereto.

    


    IN WITNESS WHEREOF, each of
the parties has set forth its/ his signature as of the date first written
above.

     

    
      	 	 	 	 	 
	Zion
      Oil & Gas, Inc.	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	
              /s/
      Richard Rinberg

            	 	 	
              /s/ Glen
      Perry

            	 
	
              Richard
      Rinberg  

            	 	 	
              Glen
      Perry

            	 
	
              CEO