Exhibit 10.1


 


THIRD AMENDED &
RESTATED EMPLOYMENT AGREEMENT


 


THIS THIRD AMENDED AND RESTATED EMPLOYMENT
AGREEMENT is entered into as of the 29th day of April 2012 by and between, Ilan
Sheena Israel Identity # 055366454, resident at 22 Levin Street, Herzliya 46781, Israel (the "Employee")
and Zion Oil & Gas, Inc. (the "Company").


 


W    I    T    N    E    S    S    E    T    H


 


WHEREAS, the Company and Employee
are parties to that certain Employment Agreement (the “Original Employment Agreement”) entered into as of October 25,
2009 pursuant to which the Employee was employed as “Vice President of Finance” of the Company's Caesarea, Israel,
branch office;


 


WHEREAS, the Company and Employee
entered into an Amended and Restated Employment Agreement as of January 1, 2010 and a Second Amended & Restated Employment
Agreement as of April 1, 2011 (“Second Restated Agreement”);


 


WHEREAS, the term of employment in
the Second Restated Agreement is scheduled to terminate on March 31, 2012;


 


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


 


NOW, THEREFORE,
in consideration of the agreements and covenants contained herein, the Employee and the Company hereby agree as follows:


 


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


 


1. Employment


 


1.1With effect
from the Effective Date (as defined in Section 2), the Company employs Employee and Employee accepts employment with the Company
as Chief Financial Officer, Chief Accounting Officer and Managing Director of the Israel Branch of Company
upon the terms and conditions set forth herein.


 


1.2The Employee's
authority shall be subject to the authority of the Chief Executive Officer of the Company.


 


1.3Rules
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 and supervisor instructions from time to time. Employee
shall sign simultaneously with this Agreement the Company’s ‘Code
of Business Conduct and Ethics'.


 


 



    	 



    	 	



    



 


1.4Extent
of Services. The Employee shall be employed on a full-time basis and shall devote his entire business time, attention and efforts
to the performance of his duties and responsibilities under this Agreement and the business and affairs of the Company. The Employee
acknowledges hereby that the terms of his employment, the circumstances thereof, and the nature of his work require an unusual
amount of personal trust as set out in the Israeli Hours of Employment and Rest Law, 5711-1951, and the Employee is employed in
a senior managerial position and therefore, the said law shall not apply to the Employee’s employment with the Company.


 


 


2.Term; Termination. 


 


2.1 Term.
Employee's employment under this Agreement shall commence on the date first noted above (the “Effective Date”) and
continue until terminated in accordance with the provisions herein. The Company and the Employee are entitled to terminate
Employee's employment under this Agreement at any time subject to prior written notice to the other party as required pursuant
to the Prior Notice For Dismissal and Resignation Law-2001.


 


2.2Termination
by 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 instruct the Employee not to come to Company offices or do any work hereunder
during such notice period. Upon the termination of employment by the Employee under this Section 2.2 the Company shall pay to the
Employee all Gross Salary, bonuses and other benefits earned or accrued up to the date of termination (including all amounts in
Bituach Menahalim fund and other amounts under Sections 3 & 4), but otherwise all obligations of the Company under this Agreement
shall end.


 


2.3Termination
by Company for Cause. The Company may terminate this Agreement and the employment hereunder upon the occurrence of any of the
following (each being “Cause”): (i) Employee breaches any of the terms or conditions of this Agreement; (ii) Employee
substantially fails to perform the Employee's areas of responsibility set forth herein, (iii) Employee engages in willful misconduct
or acts in bad faith with respect to the Company, in connection with and related to the employment hereunder, (iv) Employee is
convicted of a felony, (v) Employee fails to comply with the instructions of the person to whom Employee reports or (vi) Employee
commits any other act which under applicable law would give rise to termination for cause and in such circumstances the Employee
shall not be entitled to prior notice or payment of severance.


 


2.4Termination by the Company without
Cause. The Company may terminate this Agreement at any time for other than Cause by written notice to Employee. Company shall
pay to Employee upon termination without Cause (i) severance pay in accordance with the Severance Pay Law- 1963, and (ii) all Gross
Salary, bonuses and other benefits earned or accrued up to the date of termination (including all amounts in Bituach Menahalim
fund and other amounts under Sections 3 & 4) and (iii) three months Gross Salary.


 


2.5Upon termination of employment
for whatever reason, Employee shall remit back to the Company all Company property then in his possession or control.


 


2.6In order to
be eligible for the payments as set forth herein upon termination 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.


 



    	 



    	 	



    



 


3.Compensation 


 


3.1(i) 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, once per month, and no later than the seventh calendar day with respect to the
prior calendar month, a monthly gross amount of NIS 56,400 (the "Gross Salary"). The Employee shall be entitled to a
cost of living allowance, pursuant to extension orders issued by the Labor and Welfare Minister, published from time to time.


 


(ii) Signing Bonus. Immediately after the
Parties execute this Third Restated Agreement, the Employee shall be paid a signing bonus of NIS 75,000 less withholding taxes
required under law. This signing bonus shall not be considered as Gross Salary for the purposes of this Third Restated Agreement.


 


 


3.2Cell Phone.
The Company shall provide Employee with a cell phone and pay the service provider directly for its maintenance and reasonable use
charges. The taxable benefits on this item will be grossed up in the monthly salary “gilum hatavah”.


 


3.3Car.
Company shall provide Employee with use of a leased automobile with a monthly gross cost up to NIS 4,000 and Company shall pay
for gas. The taxable benefits on this item will be grossed up in the monthly salary “gilum hatavah”.


 


3.4Professional
Fees. The Company shall reimburse Employee professional license fees paid to the Institute of Certified
Public Accountants in Israel. In the event that employment hereunder is terminated for any reason the Employee shall reimburse
the Company for the pro rata portion of the said fees, if any, for the period after such termination.


 


3.5Stock
Options. Without derogating from any stock options previously awarded to the Employee, 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. The Company shall grant to Employee, so long
as Employee remains in the employ of the Company, on the last day of each calendar quarter, commencing June 30, 2012, penny
options for 2,500 shares of Common Stock of the Company, under Company’s 2011 Incentive Stock Option Plan
(or such other plan as may then be in force). All options granted pursuant to this Section 3.5 shall be fully vested when granted
and shall be exercisable until December 4, 2021


 


4.Social and Accompanying Benefits


 


4.1Vacation. Employee shall
be entitled to annual vacation of 22 Working Days (“Annual Leave Quota”), to be taken at times as agreed upon by the
parties, taking into account the employees reasonable needs. Employee shall not be entitled to accrue unused Annual Leave Quota
without the prior written consent of the Company, provided however, that if Employee has been unable to use any part of the Annual
Leave Quota due to demands of the Company, such unused days shall be redeemed by the Company and paid to the Employee.


 


In the event of termination
of employment, for any reason, Employee shall be entitled to redemption of annual leave solely in accordance with and subject to
the provisions of the Annual Leave Law of 1951.


 


4.2Sick Leave.
Employee shall be entitled to sick leave in accordance with the provisions of the Sickness Pay Law - 1976.


 



    	 



    	 	



    



4.3Recreation
Pay. Employee shall be entitled to annual recreation pay (Dmey Havra’a) in an amount to be determined in
accordance with Israeli regulations as in effect from time to time with respect to such pay.


 


4.4Withholding
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.


 


4.5Offset.
Company shall be entitled to offset from any and/or all payments to which Employee shall be entitled thereof, any and/or all amounts
to which Company shall be entitled from Employee at such time.


 


4.6Army Service.
The Employee if required by Israeli law, may be absent from work to fulfill army reserve obligations (Miluim). Employee shall immediately
upon receipt of notice regarding any up-coming Miluim, inform Employer. Employee shall provide Employer timely, with appropriate
and necessary documentation, corresponding to days absent for Miluim, so that Employer may claim reimbursement or payment from
Bituach Leumi.


 


4.7Bituach
Menahalim. The Company and the Employee will obtain and maintain Manager's Insurance (Bituach Menahalim) under Israeli law
for the benefit of the Employee in the customary form in Israel. Each of the Company and the Employee shall contribute toward the
premiums payable in respect of such insurance those amounts which would be recognized under applicable law, but in no event shall
such contributed amounts be more than thirteen and one third percent (13 1/3%) and up to two and a half per cent (2.5%) for work
disability cover of each monthly Gross Salary payment from the Company and five percent (5 %) of such amount from the Employee
(which Company shall deduct automatically from Gross Salary). It is hereby agreed that in the event
that Employee's employment hereunder is terminated by the Company for any reason other than "cause", the amount payable
under such insurance policy in respect of severance pay shall be in lieu and final substitution of the amount of severance pay,
if any, payable under Israeli law, and the Company shall not be duty-bound to pay any other amounts in respect of severance pay
or in respect of the termination of employment (except as otherwise set forth herein). 


 


4.8 Keren Heshtamlut.
The Company and the Employee shall maintain an advancement fund under Israeli law (Keren Heshtamlut) for exclusive benefit of the
Employee. The Company shall contribute to such fund an amount equal to 7-1/2% of each monthly Gross Salary payment and the employee
shall contribute to such fund an amount equal to 2-1/2% of each monthly Gross Salary payment. The Employee hereby instructs the
Company to transfer to such advancement fund the amount of the Employee's and the Company's contribution from each monthly Gross
Salary payment. The employee can elect to receive any part of the employer contribution in cash
should this be more efficient for tax purposes at the employees election. Any cost whatsoever associated with receipt by Employee
of employer contribution in cash will be borne solely by the Employee (tax or otherwise). On termination of the employment, Employee
will be eligible to receive all amounts accrued to him in the fund.


 


5.Development Rights. The Employee
agrees and declares that all proprietary information including but not limited to trade secrets, know-how, patents and other rights
in connection therewith developed by or with the contribution of Employee's efforts during his employment with the Company shall
be the sole property of the Company. Employee shall keep and maintain adequate and current records (in the form of notes, sketches,
drawings and in any other form that may be required by the Company) of all such proprietary information developed by Employee.
Upon the Company's request (whenever made), Employee shall execute and assign to the Company all the rights in such proprietary
information. It is hereby acknowledged and agreed that the Gross Salary payable under this Agreement also constitutes sufficient
consideration for the Employee's obligation hereunder. 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 any developments.


 



    	 



    	 	



    



6.Secrecy and Nondisclosure


 


6.1Employee acknowledges
and understands that in his capacity as Employee, he will have access to the Company’s confidential and proprietary information
(whether or not so marked) including without limitation, business, financial, marketing, technology, research and development and
product information in various media and forms including without limitation written and oral (“Proprietary and Confidential
Information”). Proprietary and Confidential Information shall not include information that has become part of the public
knowledge except as a result of breach of this Agreement by the Employee.


 


6.2Employee agrees
to hold in trust and confidence all Proprietary and Confidential Information disclosed to Employee and further agrees not to exploit
or disclose the Proprietary and Confidential Information to any other person or entity or use the Proprietary and Confidential
Information directly or indirectly for any purpose other than for Employee’s work with the Company.


 


6.3The Employee
acknowledges and agrees that the Proprietary and Confidential Information furnished hereunder is and shall remain proprietary to
the Company.


 


6.4Unless otherwise
required by statute or government rule or regulation, all copies of the Proprietary and Confidential Information, shall be returned
to the Company immediately upon request without retaining copies thereof.


 


6.5The Employee
acknowledges that the Company has received and in the future will receive from third parties confidential or proprietary information
(whether or not so marked) (“Third Party Information”) subject to a duty on the Company’s part to maintain the
confidentiality of such information and to use it only for certain limited purposes. The Employee shall hold Third Party Information
in the strictest confidence and will not disclose to anyone (other than Company personnel who need to know such information in
connection with their work for the Company) or use, except in connection with his work for the Company, Third Party Information
unless expressly authorized by an officer of the Company in writing.


 


6.6It is hereby acknowledged and
agreed that the Law of Commercial Torts shall apply to the Employee's undertaking hereunder.


 


7.Poaching


 


7.1The Employee
shall not at any time during the period from the termination of this Agreement or any extension hereof, to the expiry of one (1)
year, employ or attempt to employ or solicit or endeavor to entice away from or discourage from being employed by the Company any
person who is, or shall at any time until the termination of this Agreement or any extension hereof, one of the employees of the
Company or was an employee anytime in the previous 6 months.


 


8.Miscellaneous


 


8.1Assignment.
Company may assign or transfer this Agreement or any right, claim or obligation provided herein, provided however that none of
Employee’s rights under this Agreement are thereby diminished.


 


8.2No Waiver
Company’s failure or delay in enforcing any of the provisions of this Agreement shall not, in any way, be construed as a
waiver of any such provisions, or prevent Company thereafter from enforcing each and every other provision of this Agreement which
were previously not enforced.


 



    	 



    	 	



    



8.3Employee
Representations. The Employee represents and warrants to the Company that the execution and delivery of this Agreement and
the fulfillment of the terms hereof (i) will not constitute a breach of any agreement or other instrument to which he is party,
(ii) does not require the consent of any person, and (iii) shall not utilize during the term of her employment any proprietary
information of any third party, including prior employers of the Employee.


 


8.4Entire Agreement.
 This Agreement and Schedules hereto constitutes the entire understanding and agreement between the parties and supersedes
any and all prior discussions and agreement and correspondence, and may not be amended or modified in any respect except by a subsequent
writing executed by both parties unless agreed otherwise herein.


 


8.5Notices.
All notices or other communications required or desired to be sent to either Party shall be in writing and shall be sent by
hand or by Registered or Certified mail, postage prepaid, return receipt requested, or sent by telegram or facsimile to the address
set forth in the Preamble to this Agreement or to such other address as the recipient may designate by notice in accordance with
the provisions of this Clause. Any such notice shall have been deemed to have been delivered if served by hand when delivered,
if by Registered or Certified Mail 48 hours after posting if within the same country or 14 days if posted from another country,
and by telex or facsimile transmission when dispatched and receipt confirmed by recipient party.


 


8.6Severability.
Any term or provision of this Agreement which is found by a court, tribunal or arbitration panel to be invalid or unenforceable
shall be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining
terms or provisions of this Agreement or affecting the validity or enforceability of any of the other terms or provisions of this
Agreement. In the event that any term or provision of this Agreement is found to be unenforceable or ineffective, then the reviewing
court, tribunal or arbitration panel may modify such term or provision to the extent necessary to render it enforceable and the
parties agree to be bound by and perform this Agreement as modified.


 


8.7Applicable
Law. This Agreement and the performance hereof shall be construed and governed in accordance with the internal laws of Israel,
without reference to principles of conflict of laws. Each party hereby irrevocably consents to the jurisdiction of the appropriate
court venue in Tel-Aviv for any dispute or action relating to this Agreement.


 


IN WITNESS WHEREOF,
the parties have caused this Agreement to be duly signed by the date stated above.





	 	 	Zion Oil & Gas, Inc.
	 	 	 
	 	 	 
	/s/ Ilan Sheena	 	/s/ Richard Rinberg
	Ilan Sheena	 	Richard Rinberg
	 	 	Chief Executive Officer