ZION OIL & GAS INC. Effective as of July 9, 2010
ZION
OIL & GAS INC.
Effective
as of July 9, 2010
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Address:
Dear
Kent:
This
letter agreement (the "Letter
Agreement") constitutes an offer of employment on behalf of Zion Oil
& Gas Inc., a Delaware corporation (the "Company")
to the undersigned individual (the "Executive"
or “Employee”). The
terms of this offer are as set forth below:
1. Position. You
shall serve as the Company's chief financial officer. Your
responsibilities in these positions shall be determined by the Company's Board
of Directors and you will report directly to the chief executive officer of the
Company. You shall devote approximately sixty percent of your time, attention
and ability to the business of the Company and shall well and faithfully serve
the Company and shall use his best efforts to promote the interests of the
Company. You appreciate that your duties may involve significant travel from
your place of employment (both within and outside the country in which that
place is located), and you agree to travel as reasonably required in order to
fulfill your duties
2. Compensation In
connection with your employment, the Company will pay you the following salary
and other compensation:
(a) Salary. You
will be paid a base salary at the annual rate of $100,000 (your "Base
Salary"), payable in accordance with the Company's standard payroll
practices less applicable withholdings. The Board of Directors will
review your Base Salary annually and, in its sole discretion, consider any
increases it deems warranted at that time.
In
addition, upon signing of this Letter Agreement you shall be paid a signing
bonus of $10,000.
(b) Other
Compensation. You will be eligible to participate in the
benefit plans established for Company employees who are located in Texas,
including group life, health, and dental coverage; in each case to the same
extent and in the same manner as other similarly situated
executives.
(c) Right to Change
Plans. Nothing in this letter will be construed to limit,
condition or otherwise encumber the Company's right to amend, discontinue,
substitute or maintain any employee benefits plan, program or
perquisite.
(d) Paid Time Off (PTO) / Paid
Holidays. You shall accrue PTO at the rate of 20 days for each
calendar year, prorated as applicable for any partial calendar year and subject
to the terms of the Company's vacation policy. PTO is meant to
include all vacation, personnel and sick days. You shall not be
entitled to any additional PTO. You shall be compensated at the usual
rate of base compensation for any PTO. You shall also be entitled to
paid Company Holidays as generally given by the Company. Company
Holidays are currently defined as New Year's Day, Memorial Day, Independence
Day, Labor Day, the day before Thanksgiving Day, and Christmas Day. PTO days may
not be accumulated beyond the calendar year in which they are due, without the
prior written consent of the Company.
3. Expense
Reimbursement. You shall be entitled to reimbursement for
ordinary, necessary and reasonable out-of-pocket trade or business expenses
which you incur in connection with performing your duties under this Letter
Agreement. The reimbursement of all such expenses shall be made upon
presentation of evidence reasonably satisfactory to the Company of the amounts
and nature of such expenses and shall be subject to the reasonable approval of
the Company's executive officers or Board of Directors.
4. Additional
Agreements; Non-compete; Non-solicitation. As a Company
Executive, you will be expected to abide by Company rules and regulations
including ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policies and underwriter lock ups, from time to time
in force which are brought to his notice. You will be specifically
required to sign an acknowledgement that you have read and understand the
Company rules of conduct which will be included in a handbook which the Company
will soon complete and distribute. You will be expected to sign (if
you have not already done so) and comply with the Employment, Non competition,
Confidential Information and Intellectual Property Assignment Agreement attached
as Exhibit B,
which requires, among other things, the assignment of your rights to any
intellectual property made during your association with the Company, and
non-disclosure of proprietary information.
5. At-Will
Employment. Your employment with the Company will be "at will," meaning that either
you or the Company will be entitled to terminate your employment at any time and
for any reason, with or without cause. Any contrary representations
that may have been made to you are superseded by this Letter
Agreement. This is the full and complete agreement between you and
the Company on this term. Although your job duties, title,
compensation and benefits, as well as the Company's human resources policies and
procedures, may change from time to time, the "at will" nature of your
employment may only be changed in an express written agreement signed by you and
a duly authorized officer of the Company.
(a) Death. If
your employment terminates on the date of your death, the Company will pay your
Base Salary to the end of the month during which you died and other Accrued
Obligations through the date of termination.
(b) Termination for
Cause. The Company may terminate your employment at any time
for Cause. As used herein, "Cause" is
defined to mean (I) you have been convicted of, or have pleaded guilty or nolo
contendere to, any felony or a crime involving moral turpitude; (II) you have
engaged in willful misconduct or materially failed or refused to perform the
duties assigned to you or have performed such duties with gross negligence or
have breached any terms or conditions of your agreements with the Company, and,
following 10 days written notice of such conduct, have failed to cure it; or
(III) you have committed any fraud, embezzlement, misappropriation of funds,
breach of fiduciary duty or other act of dishonesty against the
Company. Upon termination for Cause, the Company will pay you your
(i) Base Salary accrued through the date of termination, (ii) accrued and unused
vacation through the date of termination, (iii) any unreimbursed business
expenses incurred through the date of termination (and otherwise payable in
accordance with the Company's expense reimbursement policy), and (iv) all
benefits accrued and vested through the date of termination pursuant to the
Company's employee benefit plans in which you then participate (the "Accrued
Obligations") up to the date of the notice of termination, which date
shall be for all purposes of this Letter Agreement the date of termination of
your employment. The Company will not have any other compensation
obligations to you.
(c) Termination other than Death
or Cause. The Company may terminate your employment for any
reason not described in Section 5(a) or (b) above at any time by giving you
written notice thereof, and the date on which you received such notice will be
your date of termination. Upon such a termination, the Company will provide you
with the compensation described in Section 6.
(d) Voluntary
Termination. You may terminate your employment at any time for
a reason, and the effective date of your termination will be the date on which
such notice is received by the Company. The Company will pay you your
Accrued Obligations through the date of termination. The Company will
have no other obligations to you.
(e) Board.
Notwithstanding the foregoing, the termination of your employment hereunder for
any reason shall automatically be deemed as your resignation from the Board of
Directors of the Company and any affiliates without any further action, except
when the Board shall, in writing, request a continuation of duty as a Director
in its sole discretion.
6. Severance
Compensation. Notwithstanding the above, in the event of you
are terminated anytime by the Company without Cause,, the Company will provide
you the following compensation:
(a) The
Company will pay you (i) your Accrued Obligations through the date of
termination, and (ii) your continued Base Salary for a period of one month
following the date of termination.
(b) The
provision of the foregoing severance is conditioned upon receipt from you of a
signed a general release and non-disparagement agreement (the "Waiver
and Release of Claims" in the form attached hereto as
Exhibit
A) and your continued compliance with the terms of this
Agreement.
7. Outside
Activities During Employment; No Conflicting Obligations. In
addition to any obligations contained in the Employment, Non competition,
Confidential Information and Intellectual Property Assignment Agreement attached
as Exhibit B
so long as you render services to the Company, you will not assist any person or
organization in competing with the Company, or in preparing to compete with the
Company. You represent and warrant to the Company that you are under
no obligations or commitments, whether contractual or otherwise, that are
inconsistent with his obligations under this Letter
Agreement. You represent and warrant that you will not use
or disclose, in connection with your employment with the Company, any trade
secrets or other proprietary information or intellectual property in which you
or any other person has any right, title or interest and that your employment
will not infringe or violate the rights of any other person. You
represent and warrant to the Company that you have returned all property and
confidential information belonging to any prior employer.
8. Withholding
Taxes. All forms of compensation referred to in this Letter
Agreement are subject to reduction to reflect applicable withholding and payroll
taxes.
9. Entire
Agreement. This Letter Agreement and the agreements referred
to in this Letter Agreement contain all of the terms of your employment with the
Company and supersede any prior understandings or agreements, whether oral or
written, between you and the Company.
10. Amendment
and Governing Law. This Letter Agreement may not be amended or
modified except by an express written agreement signed by you and a duly
authorized officer of the Company. The terms of this Letter Agreement
and the resolution of any disputes will be governed in and by the laws of the
State of Texas. For the purposes of all legal proceedings this Letter Agreement
shall be deemed to have been performed in the State of Texas and the courts of
Dallas County shall have jurisdiction to entertain any action arising under this
Letter Agreement.
This
Letter Agreement shall be deemed effective when signed below.
| Very truly yours, | |||
| ZION OIL & GAS INC. | |||
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Name:
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Title:
Chief Executive Officer
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| Dated: Effective as of July 9, 2010 |
EXHIBIT 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, 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 that 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.
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EXHIBIT B
ZION
OIL & GAS INC.
Employment,
Non Competition, Confidential Information and Intellectual Property Assignment
Agreement
As a
condition of my employment with Zion Oil & Gas Inc., its subsidiaries,
affiliates, successors or assigns (together, the "Company"),
and in consideration of my employment with the Company and my receipt of the
compensation now and hereafter paid to me by Company, I agree to the following
terms under this Employment, Confidential Information and Intellectual Property
Assignment Agreement (the "Intellectual Property Agreement"):
1. Employment.
(a) I
understand and acknowledge that my employment with the Company is for an
unspecified duration and constitutes "at-will" employment. I
acknowledge that this employment relationship may be terminated at any time,
with or without good cause or for any or no cause, at the option either of the
Company or myself, with or without notice.
(b) I
agree that, during the term of my employment with the Company, I will not engage
in any other employment, occupation, consulting or other business activity
related to the business in which the Company is now involved or becomes involved
during the term of my employment.
(c)
"Competitive Business" means any business that engages in oil and gas
exploration and production or which the Company was engaged in or contemplating
engaging in when the I was employed by the Company.
"Employment
Period" means the period during which I was employed by the
Company.
"Termination
Date" means the date that my employment with the Company is terminated, for any
reason, in accordance with the Letter Agreement.
“Territory”
means the State of Israel and the Palestinian territory.
Non-Competition. I acknowledge
that employment by the Company will give me access to the Confidential
Information, and that my knowledge of the Confidential Information will enable
the me to put the Company at a significant competitive disadvantage if I am
employed or engaged by or becomes involved in a Competitive Business.
Accordingly, during the Employment Period and for 1 year after the Termination
Date I will not, directly or indirectly, individually or in partnership or in
conjunction with any other Person:
(i) be
engaged, directly or indirectly, in any manner whatsoever, including, without
limitation, either individually or in partnership, jointly or in conjunction
with any other person, or as an employee, consultant, adviser, principal, agent,
member or proprietor in any Competitive Business in the Territory;
(ii) be
engaged, directly or indirectly, in any manner whatsoever, including, without
limitation, either individually or in partnership, jointly or in conjunction
with any other person, or as an employee, consultant, adviser, principal, agent,
member or proprietor in any Competitive Business in the Territory in a capacity
in which the loyal and complete fulfilment of my duties to that Competitive
Business would (i) inherently require that I use, copy or transfer Confidential
Information, or (ii) make beneficial any use, copy or transfer of Confidential
Information; or
(iii) advise,
invest in, lend money to, guarantee the debts or obligations of, or otherwise
have any other financial or other interest (including an interest by way of
royalty or other compensation arrangements) in or in respect of any Person which
carries on a Competitive Business in the Territory.
The
restriction in this Subsection 1(c ) will not prohibit me from holding not more
than 5% of the issued shares of a public company listed on any recognized stock
exchange or traded on any bona
fide "over the counter" market anywhere in the world.
2. Confidential
Information.
(a) Company
Information. I agree at all times during the term of my
employment (my "Relationship with the Company")
and thereafter to hold in strictest confidence, and not to use except for the
benefit of the Company or to disclose to any person, firm or corporation without
written authorization of the Board of Directors of the Company, any Confidential
Information of the Company. I understand that "Confidential Information"
means any Company proprietary information, technical data, trade secrets or
know-how, including, but not limited to, research, product plans, products,
services, customer lists and customers (including, but not limited to, customers
and suppliers of the Company on whom I called or with whom I became acquainted
during the term of my Relationship with the Company), markets, works of original
authorship, photographs, negatives, digital images, software, computer programs,
know-how, ideas, developments, inventions (whether or not patentable),
processes, formulas, technology, designs, drawings, engineering, hardware
configuration information, forecasts, strategies, marketing, finances or other
business information disclosed to me by the Company either directly or
indirectly in writing, orally or by drawings or observation or inspection of
parts or equipment. Notwithstanding the foregoing, I further
understand that Confidential Information will not include any information which
(i) was publicly known and made generally available in the public domain
prior to the time of disclosure by the disclosing party; (ii) becomes
publicly known and made generally available after disclosure by the Company to
the Second Party through no action or inaction of the Second Party;
(iii) is already in the possession of the Second Party at the time of
disclosure as shown by the Second Party's files and records prior to the time of
disclosure; (iv) is obtained by the Second Party from a third party without
a breach of such third party’s obligations of confidentiality; (v) is
independently developed by the Second Party without use of or reference to the
Company's Confidential Information, as shown by documents and other competent
evidence in the Second Party's possession; or (vi) is required by law to be
disclosed by the Second Party, provided that such party will give the Company
written notice of such requirement prior to disclosing so that the Company may
seek a protective order or other appropriate relief.
(b) Other
Employer Information. I agree that I will not, during my
Relationship with the Company, improperly use or disclose any proprietary
information or trade secrets of any former or concurrent employer or other
person or entity and that I will not bring onto the premises of the Company any
unpublished document or proprietary information belonging to any such employer,
person or entity unless consented to in writing by such employer, person or
entity.
(c) Third
Party Information. I recognize that the Company has received
and in the future will receive from third parties their confidential or
proprietary 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. I agree to hold all such confidential or proprietary
information in the strictest confidence and not to disclose it to any person,
firm or corporation or to use it except as necessary in carrying out my work for
the Company consistent with the Company's agreement with such third
party.
(d) Return of
Confidential Information. I agree that, upon first request by
the Company or on the Termination Date, I will deliver to the Company (and will
not keep in my possession, custody or control) Confidential Information
including all analyses, compilations, notes, studies, memoranda or other
documents prepared by me to the extent that the same contain, reflect or derive
from Confidential Information and so far as it is practicable to do so (but, in
any event, without prejudice to the obligations of confidentiality contained
herein), expunge any Confidential Information from any computer, word processor
or other device in my possession or under my custody and control.
3. Intellectual
Property.
(a) Assignment
of Intellectual Property. I agree that I will promptly make
full written disclosure to the Company, will hold in trust for the sole right
and benefit of the Company, and hereby assign to the Company, or its designee,
all my right, title, and interest in and to any original works of authorship,
inventions, concepts, improvements or trade secrets, whether or not patentable
or registrable under copyright or similar laws, which I may solely or jointly
conceive or develop or reduce to practice, or cause to be conceived or developed
or reduced to practice, during the period of time I am in the service of the
Company (collectively referred to as "Intellectual Property")
and which (i) are developed using the equipment, supplies, facilities or
Confidential Information of the Company, (ii) result from or are suggested
by work performed by me for the Company, or (iii) relate to the business,
or to the actual or demonstrably anticipated research or development of the
Company. The Intellectual Property will be the sole and exclusive
property of the Company. I further acknowledge that all original
works of authorship which are made by me (solely or jointly with others) within
the scope of and during the period of my Relationship with the Company and which
are protectable by copyright are "works made for hire," as that term is defined
in the United States Copyright Act. To the extent any Intellectual
Property is not deemed to be work for hire, then I will and hereby do assign all
my right, title and interest in such Intellectual Property to the Company,
except as provided in Section 3(e).
(b) Patent
and Copyright Registrations. I agree to assist the Company, or
its designee, at the Company's expense, in every proper way to secure the
Company's rights in the Intellectual Property and any copyrights, patents or
other intellectual property rights relating thereto in any and all countries,
including the disclosure to the Company of all pertinent information and data
with respect thereto, the execution of all applications, specifications, oaths,
assignments and all other instruments which the Company shall deem necessary in
order to apply for and obtain such rights and in order to assign and convey to
the Company, its successors, assigns, and nominees the sole and exclusive
rights, title and interest in and to such Intellectual Property, and any
copyrights, patents or other intellectual property rights relating
thereto. I further agree that my obligation to execute or cause to be
executed, when it is in my power to do so, any such instrument or papers shall
continue after the termination of this Intellectual Property
Agreement. If the Company is unable because of my mental or physical
incapacity or for any other reason to secure my assistance in perfecting the
rights transferred in this Intellectual Property Agreement, then I hereby
irrevocably designate and appoint the Company and its duly authorized officers
and agents as my agent and attorney in fact, to act for and in my behalf and
stead to execute and file any such applications and to do all other lawfully
permitted acts to further the prosecution and issuance of letters patent or
copyright registrations thereon with the same legal force and effect as if
executed by me. The designation and appointment of the Company and
its duly authorized officers and agents as my agent and attorney in fact shall
be deemed to be coupled with an interest and therefore irrevocable.
(e) Exception
to Assignments. I understand that the provisions of this
Intellectual Property Agreement requiring assignment of Intellectual Property to
the Company do not apply to any intellectual property that (i) I develop
entirely on my own time; and (ii) I
develop without using Company equipment, supplies, facilities, or trade secret
information; and (iii) do not
result from any work performed by me for the Company; and (iv) do not
relate at the time
of conception or reduction to practice to the Company's current or anticipated
business, or to its actual or demonstrably anticipated research or
development. Any such intellectual property will be owned entirely by
me, even if developed by me during the time period in which I am employed by the
Company. I will advise the Company promptly in writing of any
intellectual property that I believe meet the criteria for exclusion set forth
herein.
(f) Return of
Company Documents. I agree that, upon first request by the
Company or at the time of leaving the employ of the Company, I will deliver to
the Company (and will not keep in my possession, recreate or deliver to anyone
else) any and all works of original authorship, photographs, negatives, digital
images, devices, records, data, notes, reports, proposals, lists,
correspondence, specifications, drawings blueprints, sketches, materials,
equipment, other documents or property, or reproductions of any aforementioned
items developed by me pursuant to my Relationship with the Company or otherwise
belonging to the Company, its successors or assigns. In the event of
the termination of my Relationship with the Company, I agree to sign and deliver
the "Termination Certificate"
attached hereto as Appendix A.
4. Notification
of New Employer. In the event that I leave the employ of the
Company, I hereby grant consent to notification by the Company to my new
employer or consulting client about my rights and obligations under this
Intellectual Property Agreement.
5. No
Solicitation of Employees. In consideration for my
Relationship with the Company and other valuable consideration, receipt of which
is hereby acknowledged, I agree that during the period of my Relationship with
the Company as an Executive, officer and/or director and for a period of twelve
(12) months thereafter I shall not solicit the employment of any person who
shall then be employed by the Company (as an employee or consultant) or who
shall have been employed by the Company (as an employee or consultant) within
the prior twelve (12) month period, on behalf of myself or any other person,
firm, corporation, association or other entity, directly or
indirectly.
6. Representations. I
represent that my performance of all the terms of this Intellectual Property
Agreement will not breach any agreement to keep in confidence proprietary
information acquired by me in confidence or in trust prior to my Relationship
with the Company. I have not entered into, and I agree I will not
enter into, any oral or written agreement in conflict herewith. I
agree to execute any proper oath or verify any proper document required to carry
out the terms of this Intellectual Property Agreement.
7. Arbitration
and Equitable Relief.
(a) Arbitration. Except
as provided in Section (b) below, I agree that any dispute or controversy
arising out of or relating to any interpretation, construction, performance or
breach of this Intellectual Property Agreement, shall be settled by arbitration
to be held in Dallas, Texas, in accordance with the rules then in effect of the
American Arbitration Association, provided however, the parties will be entitled
to full and liberal evidentiary discovery in accordance with the rules governing
civil litigation in courts of the same jurisdiction. The arbitrator
may grant injunctions or other relief in such dispute or
controversy. The decision of the arbitrator shall be final,
conclusive and binding on the parties to the arbitration. Judgment may be
entered on the arbitrator's decision in any court having
jurisdiction. The Company will pay the costs and expenses of such
arbitration, and each of us shall separately pay our counsel fees and
expenses.
(b) Equitable
Remedies. Each of the Company and I agree that disputes
relating to or arising out of a breach of the covenants contained in this
Intellectual Property Agreement would likely require injunctive relief to
maintain the status quo of the parties pending the appointment of an arbitrator
pursuant to this Intellectual Property Agreement. The parties hereto
also agree that it would be impossible or inadequate to measure and calculate
the damages from any breach of the covenants contained in this Intellectual
Property Agreement prior to resolution of any dispute pursuant to
arbitration. Accordingly, if either party claims that the other party
has breached any covenant of this Intellectual Property Agreement, that party
will have available, in addition to any other right or remedy, the right to
obtain an injunction from a court of competent jurisdiction restraining such
breach or threatened breach and/or to specific performance of any such provision
of this Intellectual Property Agreement pending resolution of the dispute
through arbitration. The parties further agree that no bond or other
security shall be required in obtaining such equitable relief and hereby
consents to the issuance of such injunction and to the ordering of specific
performance. However, upon appointment of an arbitrator, the
arbitrator shall review any interim, injunctive relief granted by a court of
competent jurisdiction and shall have the discretion, jurisdiction, and
authority to continue, expand, or dissolve such relief pending completion of the
arbitration of such dispute or controversy. The parties agree that
any orders issued by the arbitrator may be enforced by any court of competent
jurisdiction if necessary to ensure compliance by the parties.
8. General
Provisions.
(a) Governing
Law; Consent to Personal Jurisdiction. This Intellectual
Property Agreement will be governed by the laws of the State of Delaware as they
apply to contracts entered into and wholly to be performed within such State.
Without derogating from the obligations to arbitrate under Section 7 herein, I
hereby expressly consent to the nonexclusive personal jurisdiction and venue of
the state and federal courts located in Dallas, Texas for any lawsuit filed
there by either party arising from or relating to this Intellectual Property
Agreement.
(b) Entire
Agreement. This Intellectual Property Agreement sets forth the
entire agreement and understanding between the Company and me relating to the
subject matter herein and merges all prior discussions between us. No
modification of or amendment to this Intellectual Property Agreement, nor any
waiver of any rights under this Intellectual Property Agreement, will be
effective unless in writing signed by the party to be charged. Any
subsequent change or changes in my duties, salary or compensation will not
affect the validity or scope of this Intellectual Property
Agreement.
(c) Severability. If
one or more of the provisions in this Intellectual Property Agreement are deemed
void by law, then the remaining provisions will continue in full force and
effect.
Successors
and Assigns. This Intellectual Property Agreement will be
binding upon my heirs, executors, administrators and other legal representatives
and will be for the benefit of the Company, its successors, and its
assigns.
IN
WITNESS WHEREOF, the undersigned has executed this Employment, Confidential
Information and Intellectual Property Assignment Agreement as of _____,
20__.
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APPENDIX A
ZION
OIL & GAS INC.
Termination
Certificate
This is
to certify that I do not have in my possession, nor have I failed to return, any
devices, records, data, notes, reports, proposals, lists, correspondence,
specifications, drawings, blueprints, sketches, materials, equipment, other
documents or property, or reproductions of any aforementioned items belonging to
Zion Oil & Gas Inc., its subsidiaries, affiliates, successors or assigns
(together, the "Company").
I further
certify that I have complied with all the terms of the Company's Employment,
Confidential Information and Intellectual Property Assignment Agreement signed
by me (the "Intellectual
Property Agreement"), including the reporting of any Intellectual
Property (as defined therein), conceived or made by me (solely or jointly with
others) covered by the Intellectual Property Agreement.
I further
agree that, in compliance with the Intellectual Property Agreement, I have
returned or expunged all Confidential Information and will preserve as
confidential all trade secrets, confidential knowledge, data or other
proprietary information relating to products, processes, know-how, designs,
formulas, developmental or experimental work, computer programs, data bases,
other original works of authorship, customer lists, business plans, financial
information or other subject matter pertaining to any business of the Company or
any of its employees, clients, consultants or licensees.
I further
agree that for twelve (12) months from this date, I shall not solicit the
employment of any person who shall then be employed by the Company (as an
employee or consultant) or who shall have been employed by the Company (as an
employee or consultant) within the prior twelve (12) month period, on behalf of
myself or any other person, firm, corporation, association or other entity,
directly or indirectly, all as provided more fully with the Intellectual
Property Agreement.
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