Item 5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
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On
September 15, 2016, the Board of Directors (the “Board”) of Zion Oil & Gas, Inc. (the “Company”) elected
Dustin L. Guinn, currently the Company’s Executive Vice Chairman of the Board, to fill the positions of President and Chief
Operating Officer on an interim basis. Mr. Guinn is replacing Glen Perry who tendered his resignation from the positions of President
and Chief Operating Officer. Mr. Guinn will continue his position as Executive Vice Chairman under his current Employment Agreement.
In addition, on September 15, 2016, the Board elected Michael B. Croswell Jr, Corporate Vice President of Administration and Corporate
Controller, to the position of Chief Financial Officer, which includes assuming the position of Chief Accounting Officer. Mr.
Croswell will continue in his current positions as Corporate Vice President of Administration and Corporate Controller. Mr. Croswell
is replacing Ilan Sheena as the Company’s Chief Financial Officer, effective September 12, 2016, the date of Mr. Sheena’s
resignation notice to the Company. All of these transitions were effective as of September 12, 2016 and Mr. Sheena, having served
the Company diligently for seven years, will continue as an employee of the Company for the 60 day notice period provided in his
employment agreement in order to assist in the transition of responsibilities.
Since
July 1, 2016, Mr. Dustin Guinn has served as the Company’s Executive Vice Chairman under an Employment Agreement dated July
1, 2016 with a base salary of $250,000 annually as well as other employee benefits. With his election to President and Chief Operating
Officer, Mr. Guinn will continue to serve as Executive Vice Chairman under the same Employment Agreement. Mr. Guinn has 185,000
Company stock options outstanding.
Prior
to joining the Company, Mr. Guinn served as Chief Executive Officer (“Viking CEO”) of Viking Services from June of
2011 through September 30, 2015. Mr. Guinn’s primary responsibilities included operational and strategic management focusing
on the growth, deployment and profitability of assets in Turkey, Northern Iraq, Hungary, Bulgaria, Serbia, Romania and other strategic
countries within the Middle East, North Africa, as well as Central and Eastern Europe. Mr. Guinn has extensive experience in transactional
mergers and acquisitions involving both entity and asset purchases as well as the integration of those acquisitions and has been
intimately involved in the growth of Viking, in terms of financial, operational, structural, and reporting and management growth
since its inception in 2008. Prior to assuming the responsibilities of Viking CEO in 2011, Mr. Guinn served as President of Viking
International and Viking Geophysical in which he leveraged his financial background and experience to focus on the continued development
of operational efficiencies, reporting implementation, profitable asset deployment and accountability focusing on ROI metrics.
Mr. Guinn was integral in the procurement and negotiation of many of Viking’s key long-term, ongoing service contracts and
MSAs that Viking currently enjoys. Mr. Guinn has also served in a number of capacities within Viking such as CFO, Treasury Manager
and Financial Analyst, which allowed for the opportunity to have a balanced and well-rounded understanding of the business. Mr.
Guinn graduated, with honors, from New Mexico State University with a Bachelor of Business Administration degree in Finance, during
which point and time he competed in both track and field and football and earned a Master’s Degree in Business Administration
from West Texas A&M.
Mr.
Croswell has been serving as Corporate Controller since April 2011. In February 2013, Mr. Croswell was promoted to Vice
President of Administration while retaining his accounting responsibilities. Mr. Croswell is a corporate accounting and management
professional with a diverse range of industry experience. He has been a Certified Public Accountant since 1997 and earned his
Bachelor of Business Administration degree in Accounting from Stephen F. Austin State University and his Masters of Business Administration
from the University of Dallas. From November 2006 to April 2011, he worked as Assistant Controller at Monitronics International,
an alarm monitoring company and subsidiary of Ascent Media Corporation where he developed the monthly close schedule, implemented
cross training and was recognized as a top manager. From October 2001 to February 2005, Mr. Croswell worked as an accounting manager
and Controller at Genpass Technologies, an ATM transaction processing company and a subsidiary of U.S. Bancorp. From 1998 to 2001,
he worked as an accounting manager at Monarch Dental Corporation where he was responsible for the Dallas, Houston, San Antonio,
West Texas, and New Mexico markets which encompassed more than 60 dental offices. From 1994 to 1998, he worked at Maxus Energy
Corporation (later acquired by YPF in Argentina which was later acquired by Repsol in Spain) as a joint interest accountant and
later joined the international accounting group where he worked with the books and records for the Venezuela and Ecuador operations.
In
connection with his promotion to Chief Financial Officer, Mr. Croswell will receive an annual salary of $150,000, as well as other
employee benefits, effective September 1, 2016. Mr. Croswell directly owns 50,000 shares of Company stock and has 220,000 Company
stock options outstanding.
Neither
Mr. Guinn nor Mr. Croswell is a party to any other material plan, contract or arrangement with the Company, nor has any other
material plan, contract or arrangement to which he is a party been modified as a result of their respective promotions described
above. In addition, neither Mr. Guinn nor Mr. Croswell has familial relationships or related party transactions with the Company
that would require disclosure under Items 401(d) or 404(a) of Regulation S-K (17 CFR 229.401(d) and 229.404(a)) in connection
with their respective promotions described above.