Attached files
| file | filename |
|---|---|
| EX-10.1 - EMPLOYMENT AGREEMENT - ZION OIL & GAS INC | v172859_ex10-1.htm |
| EX-99.1 - PRESS RELEASE - ZION OIL & GAS INC | v172859_ex99-1.htm |
Washington,
D.C. 20549
Form
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
January
31, 2010
____________________________________
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)
|
333-131875
(Commission
File Number)
|
20-0065053
(IRS
Employer Identification No.)
|
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:
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
On
January 31, 2010, Inc. ("Zion" or the "Company") appointed William L. Ottaviani
as President and Chief Operating Officer of the Company. Mr.
Ottaviani, age 49, a petroleum engineer by training, served as Chief Operating
Officer at Rex Energy Corporation from November 2007 to September 2009. From
September 2009 to the present, he has been working as an independent consultant.
From 1982 until 2007, Mr. Ottaviani served in various management, engineering,
operational and staff assignments for Chevron and its affiliated companies, with
assignments in California, Louisiana, Indonesia and Angola. During
his Angola assignment from 2002 until 2007, Mr. Ottaviani served as both a
Senior Petroleum Engineering Advisor and Asset Development
Manager. He received his Bachelor of Science degree in Petroleum and
Natural Gas Engineering from Pennsylvania State University and his M.B.A. from
California State University, Bakersfield.
In
connection with Mr. Ottaviani’s appointment, on January 30, 2010, the Company
entered into an Employment Agreement with Mr. Ottaviani (the “Employment
Agreement”), which became effective as of January 1, 2010, pursuant to which Mr.
Ottaviani will be paid an annual salary of $250,000, payable monthly (notwithstanding
which , consistent with the current arrangement with the Company's senior
officers where only up to 80% of their respective salaries are paid (up to
$15,500 per month) with the remainder deferred until such time as the Company's
cash position permits payment of salary in full without interfering with the
Company's ability to pursue its plan of operations, Mr. Ottaviani has agreed to
be paid $15,500 per month with the remaining amounts due on account of his
salary to be deferred as described). The employment agreement has an initial
term which continues through December 31, 2011. At the expiration of the
specified initial term of the agreement, the Company will consider extending the
term thereof.
Mr.
Ottaviani will be working out of an office in the vicinity of his residence in
State College, Pennsylvania. The Company will be paying the reasonable expenses
incurred by Mr. Ottaviani in connection with such office, including the
retention of a part-time office assistant. It is anticipated that Mr. Ottaviani
will commute to Israel, as necessary.
The
Employment Agreement provides that subject to the entry into an Option Award
Agreement, Mr. Ottaviani be awarded under the Company’s 2005 Stock Option Plan,
at the end of each calendar quarter beginning with the quarter ended March 31,
2010, fully vested options at a per share exercise price of $0.01 to purchase
such number of the Company’s common stock, par value $0.01 per share (the
“Common Stock”), as shall equal $12,500 divided by closing price on the last
trading day of the respective calendar quarter of the Company’s publicly traded
share of Common Stock, but in no event less than $5.00 per share.
Mr.
Ottaviani can terminate the employment agreement and the relationship thereunder
at any time upon 60 business days' notice. If during the initial term the
Company were to terminate the agreement for any reason other than "Just Cause"
(as defined the employment agreement), then, if such termination occurs at any
time on or after July 2, 2010, the Company is to pay to Mr. Ottaviani three
months’ salary, as well as all bonuses and benefits earned and accrued through
such date. If such termination occurs during a renewal term (assuming the
Company renews the agreement after the expiration of the initial term ending on
December 31, 2011), Mr. Ottaviani is to receive six months’ salary, as well as
all bonuses and benefits earned and accrued through such date. Mr. Ottaviani may
also terminate the employment agreement for "Good Reason" (as defined in the
employment agreement), whereupon he will be entitled to the same benefits as if
the Company had terminated the agreement for any reason other than Just Cause.
The Employment Agreement provides for customary protections of the Company's
confidential information and intellectual property.
The
Employment Agreement also provides that upon the approval of the Board of
Directors of the Company upon the review and recommendation of the relevant
committee of the Board of Directors, Mr. Ottaviani shall be elected to the Board
of Directors of the Company, subject to the requirement that he stand for
re-election at the annual meeting of shareholders of the Company held after his
appointment. Mr. Ottaviani shall not be entitled to receive compensation for his
services on the Board of Directors of the Company.
The
foregoing summary of certain provisions of the Employment Agreement does not
purport to be complete and is qualified in its entirety by reference to the full
text of the agreement, a copy of which is filed as Exhibit 10.1 to this Form
8-K, and is incorporated herein by reference.
Attached
hereto as Exhibit 99.1 is a copy of the press release that the Company issued in
connection with this appointment.
Item 9.01(d):
Exhibits
|
10.1
|
Employment
Agreement dated as of January 1, 2010 between Zion Oil & Gas, Inc. and
William L. Ottaviani
|
|
99.1
|
Press
Release dated February 1, 2010
|
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.
Date:
February 1, 2010
Zion Oil
and Gas, Inc.
By: /s/ Richard
Rinberg
Richard
Rinberg
Chief
Executive Officer