WWW.EXFILE.COM, INC. -- 888-775-4789 -- ZAP -- EXHIBIT 10.1 TO FORM 8-K


    Exhibit
10.1           Employment
Agreement With Gary Dodd

    


    THIS
AGREEMENT is made June 10th 2009, and retroactive to June 1st 2009 by and
between Gary W Dodd hereinafter referred to as “executive,” and ZAP (Zero Air
Pollution), hereinafter referred to as “company”.

    IN
CONSIDERATION of the mutual covenants contained herein, the mutual reliance of
the parties thereon and the mutual benefits to be derived there from, the
parties hereto hereby agree as follows:

     

    
      	
              1)  

            	
              Executive
      shall be employed by the company in the capacity of
      PRESIDENT.  Executive shall have and exercise such duties,
      responsibilities, privileges, powers and authority as may be assigned to
      him by the Board of Directors and the Bylaws or Operating Agreement of the
      company. The duties and responsibilities of the President shall include,
      but shall not be limited to the overall planning and direction of the
      company’s engineering, product design and development, manufacturing and
      operations. In addition the President shall assist the Chief Executive
      Officer in the areas of finance, administration, internal and external
      relations including shareholder relations, marketing and other functions
      as appropriate and as requested.

            


    

     

    
      	
              2)  

            	
              Executive
      shall receive a base salary of one hundred fifty thousand dollars
      ($150,000) per annum, payable  $100,000.00  in cash
      salary and $50,000.00 of ZAP stock in substantially equal semimonthly
      installments, commencing on June 1, 2009. Additionally Gary Dodd will
      receive 150,000 ESOP annually and a one time signing bonus of 1 million
      ESOP from ZAP treasury.    The term of the executive’s
      employment shall extend for a period of 18 months, from June 1, 2009
      unless terminated sooner as described in paragraphs eight or
      nine.

            


    

     

    
      	
              3)  

            	
              Executive
      shall be eligible to participate  in normal health, medical, and
      life insurance benefits; retirement benefits; profit-sharing, employee
      stock option and stock bonus programs, and any other compensation, benefit
      or incentive payment that the Board of Directors may
    approve.

            


    

     

    
      	
              4)  

            	
              Executive
      is hereby authorized to incur reasonable expenses in conducting his
      responsibilities. Upon presentation of receipts thereof, the company shall
      promptly reimburse executive for all expenses, including entertainment,
      travel and miscellaneous other expenses reasonably incurred in the
      performance of his duties as President of the
  company.

            


    

     

    
      	
              5)  

            	
              All
      data or information concerning the business activities and trade secrets
      of company which executive has or may acquire in connection with or as a
      result of the performance of services for company, shall be kept secret
      and confidential by executive.  This covenant of confidentiality
      shall extend beyond the term of this agreement and shall survive the
      expiration of this agreement for a period of 5
  years.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              6)  

            	
              Executive
      agrees that during the term of this agreement and for twelve months after
      its expiration he shall not engage in any business which is directly
      competitive to the business conducted by
  company.

            


    

     

    
      	
              7)  

            	
              Should
      company request executive to resign, executive will do so promptly upon
      receipt of a lump sum payment equal to the balance of monthly salary for
      the remaining term of the agreement, plus stock earned , plus any bonuses
      accrued, as severance pay. This amount will be reduced to 50% upfront or
      continuing payments should the term be
extended.

            


    

     

    
      	
              8)  

            	
              It
      is understood and agreed that, should any portion of any clause or
      paragraph of this agreement be deemed too broad to permit enforcement to
      its full extent, then such restriction shall be enforced to the maximum
      extent permitted by law, and executive hereby consents and agrees that
      such scope may be modified accordingly in any proceeding brought to
      enforce such restriction.  Further, it is agreed that, should
      any provision in the agreement be entirely unenforceable, the remaining
      provisions of the agreement shall not be affected
  thereby.

            


    

     

    
      	
              9)  

            	
              All
      rights and obligations of company hereunder shall extend to its successors
      and assigns.  If company shall at any time be merged or
      consolidated into or with any other corporation or entity or if
      substantially all of the assets of company are transferred to another
      corporation or entity, the provisions of this Agreement shall survive any
      such transaction and shall be binding upon and inure to the benefit of the
      corporation resulting from such merger or consolidation of the corporation
      to which such assets will be transferred, and this provision shall also
      apply in the event of any subsequent merger, consolidation or
      transfer.  Company, upon the occasion of any of the
      above-described transactions, shall include in the appropriate agreements
      the obligation that the payments herein agreed to be paid to or for the
      benefit of executive shall be paid and that the provisions of the
      paragraph shall be performed.

            


    

     

    
      	
              10)  

            	
              This
      agreement shall be governed by, and construed under and in accordance
      with, the laws of the State
California

            


    

     

    
      	
              11)  

            	
              This
      agreement shall be binding upon and inure to the benefit of the executive,
      his heirs, executors, and administrators, and shall be binding upon and
      inure to the benefit of company and its successors and assigns, including
      without limitation, any person, foreign corporation, or other business of
      company.

            


    

     

    
      	
              12)  

            	
              Mr.
      Steve Schneider, CEO of the company, represents and warrants that he has
      the required authorization to execute this agreement on behalf of company.
      Subject to board approval of all equity
issues.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              13)  

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

            


    

     

    
      	
              14)  

            	
              This
      agreement contains all the terms, condition, and promises of the parties
      hereto.  No modification or waiver of this agreement, or of any
      provision thereof, shall be valid or binding, unless in writing and
      executed by both of the parties hereto.  No waiver by either
      party or any breach of any term or provision of this agreement shall be
      construed as a waiver of any succeeding breach of the same or any other
      term or provision.

            


    

     

    IN
WITNESS WHEREOF, the parties hereto have hereunto affixed their hands and seals
on the date first hereinabove written.

     

    
       

      
        
          	/s/ Gary Dodd


                  

                  By
      Gary W. Dodd, Executive

                	DATE: June 10,
      2009 


        

      



     

    
      
        	/s/ Steve Schneider
      

                

                ZAP
      (Zero Air Pollution)

                By
      Steve Schneider, CEO

              	DATE: June 10,
      2009