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As Of Filer Filing For·On·As Docs:Size 9/11/03 Zion Oil & Gas Inc SB-2/A 12:1.6M |
Document/Exhibit Description Pages Size 1: SB-2/A Amended Registration Statement on Form SB-2/A HTML 621K 2: EX-4 Exhibit 4.1: Speciman Stock Certificate HTML 6K 3: EX-5 Exhibit 5.1: Opinion of Securities Counsel HTML 10K 4: EX-8 Exhibit 8.1: Opinion of Tax Counsel HTML 16K 5: EX-9.I Exhibit 9.1: Brown Voting Agreement HTML 73K 6: EX-9.II Exhibit 9.2: Devore Voting Agreement HTML 62K 7: EX-10.I Exhibit 10.2: Placement Agent Agreement HTML 38K 8: EX-10.II Exhibit 10.3: Escrow Agreement HTML 40K 9: EX-10.III Exhibit 10.4: Employment Letters HTML 31K 10: EX-16 Exhibit 16.1: Change in Accountants HTML 7K 11: EX-23.I Exhibit 23.2: Consent of Accountants HTML 8K 12: EX-23.II Exhibit 23.3: Consent of Tax Attorney HTML 6K
| EXHIBIT 10 |
EXHIBIT 10.4
EMPLOYMENT LETTERS OF INTENT WITH EXECUTIVE OFFICERS
A. Employment Letter with John Brown
ZION OIL & GAS, INC.
Mr. John M. Brown
6510 Abrams Rd., Suite 300
Dallas, TX 75231
Re: Executive Employment Agreement
Dear Mr. Brown,
This letter serves to confirm our non-binding intent to enter into a formal employment agreement with you to retain your services as Chairman and Chief Executive Officer of Zion Oil & Gas, Inc. (the "Company") under the following terms and conditions.
1. Position: Chairman and Chief Executive Officer.
2. Effective Date: July 1, 2003.
3. Term: Through December 31, 2008. Extendable annually thereafter, subject to 90 day notice by either party of intention not to extend, until employee's attaining 70 years of age; thereafter, extendable annually by mutual consent.
4. Salary: (a) Between July 1- December 31, 2003, $4,500 per month, plus $500 monthly payment on account of home office expenses. (b) Commencing January 1, 2004, $120,000 annually.
5. Company Initiated Termination or Non-Extension of Term prior to 70 years of age:
6. Employee Initiated Termination or Non-Extension prior to 70 years of age:
7. Insurance: Commencing January 1, 2004, Health, Long Term Disability and Life Insurance with premium not to exceed $2,000 per month.
8. Vacation: 23 working days annually
9. Expenses: Commencing January 1, 2004, Cell Phone; professional fees related to duties; other per corporate expense reimbursement policy to be adopted.
10. Long Term Management Incentive Plan: On establishment, 10% of after payout (on well by well basis) of income to plan attributable to wells drilled on properties acquired during term of employment.
11. Indemnification to extent permissible by law
12. D & O insurance at level to be determined by Board.
13. Standard Confidentiality, Non-Compete (6 months) and Non-Solicitation (12 months) provisions.
14. Charitable Trusts: To be appointed as Chairman of governing bodies of Israeli and U.S. Trusts upon establishment.
15. Law and Jurisdiction: Texas.
The above principal terms will be reflected in a formal Executive Employment Agreement to be entered into between the Company and you. The agreement shall be prepared as soon as reasonably possible and be subject to the approval of the Company's Board of Directors.
Very truly yours,
ZION OIL & GAS, INC.
s/ E.A. Soltero
Eugene A. Soltero, President
ACCEPTED AND AGREED:
s/ John M. Brown
John M. Brown
B. Employment Letter with Eugene Soltero
ZION OIL & GAS, INC.
Mr. Eugene A. Soltero
6510 Abrams Rd., Suite 300
Dallas, TX 75231
Re: Executive Employment Agreement
Dear Mr. Soltero,
This letter serves to confirm our non-binding intent to enter into a formal employment agreement with you to retain your services as President and Chief Operating Officer of Zion Oil & Gas, Inc. (the "Company") under the following terms and conditions.
1. Position: President and Chief Operating Officer. Until such time as the Company hires a Chief Financial Officer duties shall include those of Chief Financial Officer.
2. Effective Date: July 1, 2003.
3. Term: Through December 31, 2008. Extendable annually thereafter, subject to 90 day notice by either party of intention not to extend, until employee's attaining 70 years of age; thereafter, extendable annually by mutual consent.
4. Salary: (a) Between July 1- December 31, 2003, $9,500 per month, plus $500 monthly payment on account of home office expenses. (b) Commencing January 1, 2004, $200,000 annually.
5. Company Initiated Termination or Non-Extension of Term prior to 70 years of age:
6. Employee Initiated Termination or Non-Extension prior to 70 years of age:
7. Insurance: Commencing January 1, 2004, Health, Long Term Disability and Life Insurance with premium totaling not to exceed $2,000 per month.
8. Vacation: 23 working days annually
9. Expenses: Commencing January 1, 2004, Cell Phone; professional fees related to duties; other per corporate expense reimbursement policy to be adopted.
10. Long Term Management Incentive Plan: On establishment, 10% of after payout (on well by well basis) of income to plan attributable to wells drilled on properties acquired during term of employment.
11. Indemnification to extent permissible by law
12. D & O insurance at level to be determined by Board.
13. Standard Confidentiality, Non-Compete (6 months) and Non-Solicitation (12 months) provisions.
14. Law and Jurisdiction: Texas.
The above principal terms will be reflected in a formal Executive Employment Agreement to be entered into between the Company and you. The agreement shall be prepared as soon as reasonably possible and be subject to the approval of the Company's Board of Directors.
Very truly yours,
ZION OIL & GAS, INC.
s/ John M. Brown
John M. Brown, Chairman & CEO
ACCEPTED AND AGREED:
s/ E A Soltero
Eugene A. Soltero
C. Employment Letter with Glen H. Perry
ZION OIL & GAS, INC.
Mr. Glen H. Perry
6510 Abrams Rd., Suite 300
Dallas, TX 75231
Re: Executive Employment Agreement
Dear Mr. Perry,
This letter serves to confirm our non-binding intent to enter into a formal employment agreement with you to retain your services as Executive Vice President and General Manager of Israeli Operations of Zion Oil & Gas, Inc. (the "Company") under the following terms and conditions.
1. Position: Executive Vice President and General Manager of Israeli Operations.
2. Effective Date: July 1, 2003.
3. Term: Through December 31, 2008. Extendable annually thereafter, subject to 90 day notice by either party of intention not to extend, until employee's attaining 70 years of age; thereafter, extendable annually by mutual consent.
4. Salary: (a) Between July 1- December 31, 2003, $9,500 per month, plus $500 monthly payment on account of home office expenses. (b) Commencing January 1, 2004, $200,000 annually.
5. Company Initiated Termination or Non-Extension of Term prior to 70 years of age:
6. Employee Initiated Termination or Non-Extension prior to 70 years of age:
7. Insurance: Commencing January 1, 2004, Health, Long Term Disability and Life Insurance with premium not to exceed $2,000 per month.
8. Vacation: 23 working days annually
9. Expenses: Commencing January 1, 2004, Cell Phone; professional fees related to duties; other per corporate expense reimbursement policy to be adopted.
10. Long Term Management Incentive Plan: On establishment, 10% of after payout (on well by well basis) of income to plan attributable to wells drilled on properties acquired during term of employment.
11. Indemnification to extent permissible by law
12. D & O insurance at level to be determined by Board.
13. Standard Confidentiality, Non-Compete (6 months) and Non-Solicitation (12 months) provisions.
14. Law and Jurisdiction: Texas.
15. Relocation: At the Company's request, you will relocate to Israel. On relocation to Israel you will have the option of continuing to benefit from Company provided insurance benefits as noted in item 7 above or from an Israeli Managers Insurance Policy as provided by the Company to its Israel-based executive officers.
The above principal terms will be reflected in a formal Executive Employment Agreement to be entered into between the Company and you. The agreement shall be prepared as soon as reasonably possible and be subject to the approval of the Company's Board of Directors.
Very truly yours,
ZION OIL & GAS, INC.
s/ John M. Brown
John M. Brown, Chairman & CEO
Accepted and agreed:
s/ Glen H. Perry
Glen H. Perry
D. Employment Letter with Philip Mandelker
ZION OIL & GAS, INC.
Mr. Philip Mandelker,
44 Tagore Street
Tel Aviv, Israel
Re: Retention Agreement
Dear Mr. Mandelker,
This letter serves to confirm our non-binding intent to enter into a formal retention agreement with you to retain your services as outside General Counsel and Corporate Secretary of Zion Oil & Gas, Inc. (the "Company"). Such services shall include oversight responsibility for administrative and financial matters of the Company's Israeli Branch. In consideration for your services, you shall receive a monthly retainer as follows:
(a)During the period commencing July 1, 2003 and through December 31, 2003, the equivalent in New Israeli Shekels (NIS) of $9,500 per month, plus out of pocket disbursements plus VAT thereon; and
(b) During the period commencing January 1, 2004 the NIS equivalent of $12,500 per month, plus out of pocket disbursements, plus VAT
In addition, the Company shall pay the law firm with which you are associated a monthly office services fee of the NIS equivalent $2,000, plus VAT. Commencing January 1, 2004, the Company shall also bear the cost of a cell phone (one line) and your professional fees and insurance related to the performance of your duties.
In the event that the Company terminates your services in the period prior to your becoming an employee of the Company as set forth below, you shall be entitled to severance pay and termination benefits as provided in item 5 below.
At any time following January 1, 2004, at your option, the Company shall employ you as its Executive Vice President and General Counsel pursuant to an Executive Employment Agreement the principal terms of which shall include:
1. Position: Executive Vice President and General Counsel, with oversight responsibility for administrative and financial matters of the Israeli Branch. Until such time as the company appoints someone else as its corporate secretary, your duties shall include those of corporate secretary.
2. Effective Date: At your option
3. Term: Through December 31, 2008. Extendable annually thereafter, subject to 90 day notice by either party of intention not to extend, until employee's attaining 70 years of age; thereafter, extendable annually by mutual consent.
4. Salary: $200,000 annually
5. Company Initiated Termination or Non-Extension of Term prior to 70 years of age:
6. Employee Initiated Termination or Non-Extension prior to 70 years of age:
7. Manager's Insurance (Bituach Mnahalim): The Company shall purchase for you a Managers Insurance Policy pursuant to which the Company shall contribute monthly: (i) an amount equal to 8-1/3% of your salary to Pitzuei Piturim; (ii) an amount equal to 5% of your salary to Tagmulim; and (iii) an amount equal to 2.5% of your salary towards disability insurance. You shall contribute an amount equal to 5% of your salary to Tagmulin.
8. Vacation: 23 working days (based on a 5 day work week), plus 10 days recuperation allowance (Dmei Havra'ah), annually.
9. Expenses: Cell phone, professional fees and insurance required for performance of duties; car allowance of $150 per month; other per corporate expense reimbursement policy to be adopted.
10. Long Term Management Incentive Plan: On establishment, 10% of after payout (on a well by well basis) of income to plan from wells drilled on properties acquired during term of employment.
11. Indemnification: to extent permissible by law.
12. D&O Insurance at level to be determined by Board.
13. Standard Confidentiality, Non-Compete (6 months) and non-solicitation (12 months) provisions.
14. Benefits during period between January 1, 2004 and the effective date of an employment agreement (if entered into): at your option, the Company shall either (i) make a cash payment to you in the amount of 21% of the total amount of your retainer, plus VAT thereon, due for the said period; or (ii) acquire for you Managers Insurance Coverage as provided in above based on a monthly salary of $16,667 to cover the said period.
15. Law of Jurisidiction: Israel.
The above terms will be reflected in a Retention Agreement, to which shall be attached a draft of the Executive Employment Agreement, to be prepared as soon as reasonably possible and be subject to the approval of the Company's board of Directors.
Very truly yours,
ZION OIL & GAS, INC.
s/ John M. Brown
John M. Brown
ACCEPTED AND AGREED
s/ Philip Mandelker__
Philip Mandelker
| This ‘SB-2/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 12/31/08 | 10-K, 5 | |||
| 1/1/04 | ||||
| 12/31/03 | 10KSB, NTN 10K | |||
| Filed on: | 9/11/03 | |||
| 9/2/03 | ||||
| 7/1/03 | ||||
| List all Filings | ||||