Attached files
| file | filename |
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| EX-10.1 - ZION OIL & GAS INC | v168606_ex10-1.htm |
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
December
7, 2009
Date of Report (Date of earliest event reported)
Zion Oil & Gas, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
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001-33228
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20-0065053
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(Commission File Number)
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(IRS Employer Identification No.)
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6510 Abrams Road, Suite 300, Dallas, TX 75231
(Address of Principal Executive Offices)
Registrant's telephone number,
including area code: 214-221-4610
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
By mutual
agreement of Zion Oil & Gas, Inc. (hereinafter, the "Company") and Mr. Glen
Perry, effective December 7, 2009, Mr. Perry has resigned from all positions
held with the Company. Prior to his resignation, Mr. Perry served as the
Company’s President and Chief Operating Officer as well as a director. Except
for overseeing the Company’s drilling efforts, which will now be overseen by Mr.
John McKenney (see below), the Company’s Chief Executive Officer, Mr. Richard
Rinberg, has assumed the duties and responsibilities previously filled by Mr.
Perry.
In
connection with his resignation, on December 7, 2009, the Company and Mr. Perry
entered into an agreement terminating Mr. Perry’s employment agreement with the
Company. Under the agreement entered into relating to his termination, the
Company agreed to remit to Mr. Perry amounts payable to him in respect of
deferred compensation, as well as other related matters, in the amount of
$180,000, net of deductions and withholdings under applicable law customarily
made by Company, payable between January 1, 2010 and March 1, 2010. Under the
agreement, each of the Company and Mr. Perry furnished to the other general
releases.
Item
8.01 Other Events.
Effective
December 4, 2009, Mr. John McKenney has been retained pursuant to a consulting
agreement in effect through May 31, 2010 as Project Manager responsible for
operations at the Company’s Ma'anit-Rehoboth #2 and Elijah #3 wells. Since
November 18, 2009, Mr. McKenney has been reviewing the well completion
procedures relating to the Ma’anit-Rehoboth #2 well and on December 6, 2009, the
well completion procedures commenced. In addition to overseeing the well
completion procedures at the Ma’anit-Rehoboth #2 well and the drilling
operations at the Elijah #3 well, Mr. McKenney will assume oversight over all
the Company’s drilling related activities.
John
McKenney has nearly 40 years experience in the upstream oil & gas industry.
He served in the U.S. Navy for 4 years during the Vietnam War era as an Aviation
Electronics Technician. After completion of military service, he gained a
Bachelor of Science in Electrical Engineering from Memphis State University. In
1971 he joined Schlumberger and worked for three years as an open and cased hole
logging and perforating Engineer in Egypt, Norway and the USA. In 1974, while
working on the Ekofisk project, he joined Phillips Petroleum as a Drilling
Engineer and then Senior Drilling Engineer, in Norway and the USA, for 8 years.
In 1981 he was an Area Drilling Engineer with Natomas North America and worked
in Oklahoma, U.S.A. In 1983 he joined Arco International and supervised the
drilling of oil and gas wells in Dubai, Ecuador, Egypt and Gabon. In addition,
he worked in the purchasing department, ultimately serving as Purchasing
Manager. For the period 1995 to 1998 he joined Triton Engineering as part of the
turnkey engineering group. Because of his international experience, he provided
drilling engineering support to the parent company of Triton Engineering (Noble
Drilling) on drilling contracts with the Qatar national oil company. He later
joined the $4.5 Billion Hibernia project, Offshore Grand Banks, Newfoundland as
a Drilling Supervisor during final rig acceptance and the startup drilling
phase. From 1998 to the present, he has been an independent consultant to a
variety of companies, including Arco, Kerr McGee, Murphy Oil, Newfield, Ocean
Energy and Shell Oil. He is a member of the American Society of Petroleum
Engineers.
ITEM
9.01 FINANCIAL STATEMENTS
AND EXHIBITS.
(a)
Financial Statements.
None.
(b) Pro
Forma Financial Information.
None.
(d)
Exhibits.
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Exhibit
No
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Description
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Settlement
Agreement dated as of December 7, 2009 between Zion Oil & Gas, Inc.
and Glen H. Perry
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereto
duly authorized.
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Zion
Oil and Gas, Inc.
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Date: December
9, 2009
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By:
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/s/ Richard J. Rinberg | |
| Richard J. Rinberg | |||
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Chief
Executive Officer
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