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

In connection with the scheduled expiration of his employment agreement with Zion Oil & Gas, Inc. (the "Company") on December 31, 2009, Mr. William Avery, the Company's Executive Vice President and a director, notified the Company on October 13, 2009, that he is resigning from all positions held with the Company, including his directorship, in order to develop various personal businesses and the practice of law. The resignation, which is with the agreement of the Company, is effective immediately. In connection with his resignation, the Company will pay out the amounts to which Mr. Avery is entitled under his employment agreement through December 31, 2009 and Mr. Avery will be able to exercise options to purchase up to 40,000 shares of the Company's common stock previously issued to him, through the original exercise period ending on December 4, 2017.

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