8-K

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

July 8, 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	20-0065053
(Commission File Number)	(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))

 

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

The information set forth under Item 5.02 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 1.01.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of New Director

On July 9, 2010, Zion Oil & Gas, Inc. (hereinafter, the "Company") appointed Marc Singer to the Board of Directors of the Company.  Mr. Singer, age 52, is a founding principal of Singer Xenos Wealth Management, a registered investment advisor since 1991.  He is also President and Principal of Singer Xenos Securities Corp., a broker-dealer.  Mr. Singer holds a Masters of Business Administration and a Bachelors of Business Administration from Florida International University and is also a Certified Financial Planner.

For his services on the Board, Mr. Singer will be compensated as a non-employee director. Currently, the Company’s non-employee directors are compensated at the rate of $1,500 per month.

Resignation of the Chief Financial Officer

By mutual agreement of the Company and Sandra Green, effective July 8, 2010, Ms. Green has resigned from her position as the Company’s Chief Financial Officer and Vice President. Ms. Green’s resignation was for personal reasons.

In connection with her resignation, on July 8, 2010, the Company and Ms. Green entered into a settlement agreement terminating Ms. Green’s employment agreement with the Company. Under the agreement, the Company agreed to remit to Ms. Green amounts payable to her in respect of deferred compensation in the approximate amount of $20,000. In accordance with the terms of her employment agreement, the Company will pay to Ms. Green all amounts payable under the employment agreement through January 31, 2011, the scheduled expiration date of her employment. Under the settlement agreement, Ms. Green furnished to the Company a general release.

Appointment of New Officers

(i)           On July 9, 2010, the Company appointed Kent Siegel as the Company’s Chief Financial Officer and Senior Vice President.  Mr. Siegel, age 54, has been continuously serving as a director of the Company since November 2003. Mr. Siegel has served as president and chief operating officer of Kent S. Siegel, P.C. since 1984.  Kent S. Siegel, P.C. is a firm of certified public accountants and attorneys at law based in West Bloomfield, Michigan, at which Mr. Siegel practices as a tax and bankruptcy attorney and CPA.  Mr. Siegel holds a Bachelor of Arts from Michigan State University School of Business, a Juris Doctor from Wayne State University School of Law and a Bachelor of Science in Electrical Engineering from Lawrence Technological University School of Engineering.  In connection with his appointment as the Company’s Chief Financial Officer, on July 9, 2010, Mr. Siegel has resigned from each of the Company’s Audit, Compensation, and Nomination and Corporate Governance Committees.

The Company and Mr. Siegel are in the process of finalizing the terms of his employment agreement.

(ii) On July 9, 2010, the Company appointed Patricia J. Beals, as the Company’s Chief Accounting Officer.  Since December 2009, Ms. Beals, age 57, has been employed by the Company with a primary focus on Sarbanes-Oxley compliance.  From August 2007 to June 2009, Ms. Beals was affiliated with Ajilon Financial Solutions, a professional recruitment firm, as the Practice Director managing the company’s Dallas division.  Prior to such time, from August 2006 to August 2007, she worked at Robert Half Management Resources, a professional recruitment firm, where she placed senior level accounting and finance professionals on a project or interim basis.  From January 2005 to August 2006, she worked at Matrix Bancorp, a financial institution, where she was a Vice President, Director of Sarbanes Oxley and oversaw the firm’s Sarbanes-Oxley compliance.  Ms. Beals started her career with KPMG and has worked for several major international companies, including, Mead Corporation and International Paper, where she served as a manager of business analysis.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(i) Settlement Agreement, dated as of July 8, 2010 between Zion Oil & Gas, Inc. and Sandra Green.

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: July 9, 2010

Zion Oil and Gas, Inc.
By:	/s/ Richard J. Rinberg
Richard J. Rinberg
Chief Executive Officer

EX-99.1

SETTLEMENT AGREEMENT

SETTLEMENT AGREEMENT dated as of the 8th day July 2010 by and between Zion Oil & Gas, Inc. (the “Company”) and Sandra F. Green (the “Employee”).

WITNESSETH

WHEREAS, the Parties entered into an employment agreement dated February 1, 2009 (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:

All capitalized terms not otherwise defined shall have the meaning set forth in the Employment Agreement.

1.           Representations and Undertakings by Employee In consideration of the undertakings by the Company contained herein, Employee hereby agrees, represents and covenants that Sections 3.7, 5, 7 through 11, 12.8, 12.9, 13 and 15 of the Employment Agreement shall continue in full force and effect in accordance with their terms. Notwithstanding Section 12.8 (Return of Property) of the Employment Agreement, the Employee is entitled to retain her laptop computer.

2.           Representations and Undertakings by the Company   In consideration of the undertakings by the Employee contained herein, Company hereby agrees, represents and covenants to pay to Employee forthwith deferred remuneration of Gross USD 20,003.00 and to pay all sums owing in accordance with and subject to Part 12.4 of the Employment Agreement (Gross US$16,667.00 per month until end of the first Renewal Term and for the avoidance, seven (7) monthly payments ending January 31, 2011).

3.           Termination of Agreements

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 her execution of this Agreement, and without any further action, Employee hereby resigns, effective immediately, from any positions she holds with the Company.

4.           Releases  The Employee shall sign the Waiver and Release of Claims agreement attached hereto as Appendix A in compliance with Section 12.6 of the Employment Agreement

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.

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6.           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.

7.           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.

8.           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.

9.           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.

10.           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.

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/  Sandra F. Green
Richard Rinberg	Sandra F. Green
CEO

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Appendix A

ZION OIL & GAS INC.

Waiver and Release of Claims

I understand that this Release Agreement (“Release”), constitutes the complete, final and exclusive embodiment of the entire agreement between Zion Oil & Gas Inc. (the “Company”) and me with regard to the subject matter hereof. I am not relying on any promise or representation by the Company that is not expressly stated herein.

In consideration of benefits I will receive under my employment agreement with the Company, and subject to the fulfillment by the Company of its obligations under the Settlement Agreement with me dated as of this date, I hereby release, acquit and forever discharge the Company, its parents and subsidiaries, and their officers, directors, agents, servants, employees, shareholders, attorneys, successors, assigns and affiliates, of and from any and all claims, liabilities, demands, causes of action, costs, expenses, attorneys fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed (other than any claim for indemnification I may have as a result of any third party action against me based on my employment with, or service as a director of, the Company), arising out of or in any way related to agreements, events, acts or conduct at any time prior to and including the date I execute this Release, including, but not limited to: all such claims and demands directly or indirectly arising out of or in any way connected with my employment with the Company or the termination of my employment, including but not limited to, claims of intentional and negligent infliction of emotional distress, any and all tort claims for personal injury, claims or demands related to salary, bonuses, commissions, stock, stock options, or any other equity or ownership interests in the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of compensation; claims pursuant to any federal, state or local law or cause of action.

I acknowledge and understand that certain State Civil Codes provide as follows and which may apply to me: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” I hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to my release of any claims I may have against the Company, its affiliates, and the entities and persons specified above.

Sandra F. Green

/s/  Sandra F. Green

Date: July 7, 2010