8-K

UNITED STATES

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

Date of Report (Date of earliest event reported) June 18, 2009

ZAP

(Exact name of registrant as specified in its charter)

California	001-32534	94-3210624
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

501 Fourth Street Santa Rosa, CA	95401
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (707) 525-8658

not applicable

(Former name or former address, if changed since last report.)

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 (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 (c) Appointment of Certain Officers

On June 18, 2009 ZAP appointed Mr. Gary Dodd as its President. Mr. Dodd was also recently appointed as a Director of ZAP.

Mr. Dodd is founder and Chief Executive Officer of ZAP Motor Manufacturing, Inc. of Franklin, Kentucky. (ZMMK). Earlier this year ZMMK applied to the U.S. Department of Energy (DOE) for a $200 million Advanced Technology Vehicles Manufacturing Loan to build electric vehicles its Franklin plant.

Mr. Dodd’s career began with the construction division of Ashland Oil, Inc.  Later he was appointed executive assistant to senior corporate management and eventually became a corporate vice president and served as chairman of the senior management committee. He was involved in Ashland Oil’s corporate acquisition program and headed a task force to redefine the company’s business strategy, as well as coordinate the consolidation of several of the company’s subsidiaries.  Gary served as a member of the corporation’s Middle East project team where he participated actively in dealings with Saudi Arabia and the United Arab Emirates.  

In 1986, Mr. Dodd entered the automotive industry, becoming one of the first general managers for Toyota Motor Corporation’s first plant in the United States.  Gary also served as chairman of the management committee and participated actively in the plant’s TPS (Toyota Production System) programs.  He chaired the committee that developed the Toyota Supplier Support Center, and in 1993, he was appointed General Manager of National Manufacturing Relations for all of the company’s United States manufacturing, design, testing, and component parts production interests.

With the support of Toyota, Mr. Dodd started his own company and supplied Toyota, Honda, Nissan, BMW, Mercedes, Hyundai, Ford and General Motors with JIT, sequenced component parts from eleven plant locations, which he built in locations close to his customers.  

Mr. Dodd  graduated from Marshall University with a Bachelor of Science degree.  He attended the Syracuse University Graduate School and the Executive Development Program of Ohio State University. 

A definitive employment agreement was executed by ZAP on June 10, 2009 with Mr. Dodd. Under the terms of the agreement Mr. Dodd shall receive a base salary of one hundred fifty thousand dollars ($150,000) per annum, payable $100,000.00 in cash salary and $50,000.00 of ZAP stock in substantially equal semimonthly installments, commencing on June 1, 2009. Additionally Gary Dodd will receive 150,000 ESOP stock options annually and a one time signing bonus of 1 million ESOP stock options from ZAP treasury. The term of the executive’s employment shall extend for a period of 18 months, from June 1, 2009 unless terminated sooner as described in paragraphs eight or nine.

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Item 9.01 Financial Statements and Exhibits

(c) Exhibits.

Exh. No.	Description
10.1	Mr. Dodd’s employment engagement with ZAP.

10.2   A form of the Press Release regarding Mr. Dodd’s employment engagement with ZAP issued June 18, 2009.

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 hereunto duly authorized.

	ZAP
Date: June 18, 2009	By:  /s/ Steven M. Schneider
	Steven M. Schneider
	Chief Executive Officer

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EX-10.1

Exhibit 10.1           Employment Agreement With Gary Dodd

THIS AGREEMENT is made June 10th 2009, and retroactive to June 1st 2009 by and between Gary W Dodd hereinafter referred to as “executive,” and ZAP (Zero Air Pollution), hereinafter referred to as “company”.

IN CONSIDERATION of the mutual covenants contained herein, the mutual reliance of the parties thereon and the mutual benefits to be derived there from, the parties hereto hereby agree as follows:

1)   Executive shall be employed by the company in the capacity of PRESIDENT.  Executive shall have and exercise such duties, responsibilities, privileges, powers and authority as may be assigned to him by the Board of Directors and the Bylaws or Operating Agreement of the company. The duties and responsibilities of the President shall include, but shall not be limited to the overall planning and direction of the company’s engineering, product design and development, manufacturing and operations. In addition the President shall assist the Chief Executive Officer in the areas of finance, administration, internal and external relations including shareholder relations, marketing and other functions as appropriate and as requested.

2)   Executive shall receive a base salary of one hundred fifty thousand dollars ($150,000) per annum, payable  $100,000.00  in cash salary and $50,000.00 of ZAP stock in substantially equal semimonthly installments, commencing on June 1, 2009. Additionally Gary Dodd will receive 150,000 ESOP annually and a one time signing bonus of 1 million ESOP from ZAP treasury.    The term of the executive’s employment shall extend for a period of 18 months, from June 1, 2009 unless terminated sooner as described in paragraphs eight or nine.

3)   Executive shall be eligible to participate  in normal health, medical, and life insurance benefits; retirement benefits; profit-sharing, employee stock option and stock bonus programs, and any other compensation, benefit or incentive payment that the Board of Directors may approve.

4)   Executive is hereby authorized to incur reasonable expenses in conducting his responsibilities. Upon presentation of receipts thereof, the company shall promptly reimburse executive for all expenses, including entertainment, travel and miscellaneous other expenses reasonably incurred in the performance of his duties as President of the company.

5)   All data or information concerning the business activities and trade secrets of company which executive has or may acquire in connection with or as a result of the performance of services for company, shall be kept secret and confidential by executive.  This covenant of confidentiality shall extend beyond the term of this agreement and shall survive the expiration of this agreement for a period of 5 years.

6)   Executive agrees that during the term of this agreement and for twelve months after its expiration he shall not engage in any business which is directly competitive to the business conducted by company.

7)   Should company request executive to resign, executive will do so promptly upon receipt of a lump sum payment equal to the balance of monthly salary for the remaining term of the agreement, plus stock earned , plus any bonuses accrued, as severance pay. This amount will be reduced to 50% upfront or continuing payments should the term be extended.

8)   It is understood and agreed that, should any portion of any clause or paragraph of this agreement be deemed too broad to permit enforcement to its full extent, then such restriction shall be enforced to the maximum extent permitted by law, and executive hereby consents and agrees that such scope may be modified accordingly in any proceeding brought to enforce such restriction.  Further, it is agreed that, should any provision in the agreement be entirely unenforceable, the remaining provisions of the agreement shall not be affected thereby.

9)   All rights and obligations of company hereunder shall extend to its successors and assigns.  If company shall at any time be merged or consolidated into or with any other corporation or entity or if substantially all of the assets of company are transferred to another corporation or entity, the provisions of this Agreement shall survive any such transaction and shall be binding upon and inure to the benefit of the corporation resulting from such merger or consolidation of the corporation to which such assets will be transferred, and this provision shall also apply in the event of any subsequent merger, consolidation or transfer.  Company, upon the occasion of any of the above-described transactions, shall include in the appropriate agreements the obligation that the payments herein agreed to be paid to or for the benefit of executive shall be paid and that the provisions of the paragraph shall be performed.

10)   This agreement shall be governed by, and construed under and in accordance with, the laws of the State California

11)   This agreement shall be binding upon and inure to the benefit of the executive, his heirs, executors, and administrators, and shall be binding upon and inure to the benefit of company and its successors and assigns, including without limitation, any person, foreign corporation, or other business of company.

12)   Mr. Steve Schneider, CEO of the company, represents and warrants that he has the required authorization to execute this agreement on behalf of company. Subject to board approval of all equity issues.

13)   This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

14)   This agreement contains all the terms, condition, and promises of the parties hereto.  No modification or waiver of this agreement, or of any provision thereof, shall be valid or binding, unless in writing and executed by both of the parties hereto.  No waiver by either party or any breach of any term or provision of this agreement shall be construed as a waiver of any succeeding breach of the same or any other term or provision.

IN WITNESS WHEREOF, the parties hereto have hereunto affixed their hands and seals on the date first hereinabove written.

/s/ Gary Dodd By Gary W. Dodd, Executive DATE: June 10, 2009 

/s/ Steve Schneider ZAP (Zero Air Pollution) By Steve Schneider, CEO DATE: June 10, 2009 

EX-10.2

Exhibit 10.2         Press Release Regarding the Appointment of Gary Dodd as President

Toyota Manufacturing Veteran Named ZAP President

Seasoned Management Team Poised for Growth

SANTA ROSA, California (June 18, 2009) ZAP (OTC BB: ZAAP) CEO Steven Schneider named Gary Dodd, a respected manufacturing executive formally with Toyota, as president of global operations. This recent move is seen as another step in Schneider’s plan to introduce US-built electric vehicles to the masses.

Mr. Dodd joins the management team alongside Amos Kazzaz, who became ZAP COO. Mr. Kazzaz had spent more than twenty-four years in executive positions with United Airlines including president of United Airlines Shuttle where he had oversight of more than two thousand employees. “Amos is responsible for maintaining efficient operations, our CFO Bill Hartman is a seasoned CPA with SEC experience, and I know how to position, market, and sell vehicles… lots of them,” Schneider concluded.

“ZAP will creatively work with American automobile suppliers to build affordable and appealing electric vehicles for American consumers and customers worldwide,” Mr. Dodd said.  “We are going to dramatically expand ZAP’s leadership in the electric vehicle marketplace.”

Mr. Dodd has applied to the U.S. Department of Energy (DOE) on behalf of Zap Motor Manufacturing for a $200 million Advanced Technology Vehicles Manufacturing Loan to build an electric vehicle assembly plant. “We are very optimistic that the company’s loan application will receive funding from the DOE,” Mr. Dodd said. “Another key part of our strategy is the sizeable competitive advantage we will enjoy because of our close proximity to two proposed Kentucky-based facilities that will be critical to the future of electric vehicles in the United States.”

Argonne National Laboratory has announced that it will build a National Battery Manufacturing R&D Center in Kentucky, in an innovative partnership with Kentucky state government, the University of Kentucky and the University of Louisville.  And the National Alliance for Advanced Transportation Batteries has announced its intent to build its research, development and manufacturing facility in Central Kentucky also.  With both cutting edge facilities within an easy drive of the future manufacturing site, our supply and R&D chains will become the envy of the industry,” said Dodd.

In 1998 Dodd then founded his own  business with the encouragement and support of Toyota and grew annual revenues to over $700 million by supplying Tier One, just-in-time, and sequenced automotive components from its eleven manufacturing facilities to Toyota, Honda, Nissan, BMW, Mercedes, Hyundai, Ford and General Motors.

About ZAP

ZAP has been a leader in electric transportation since 1994, delivering over one hundred thousand vehicles to consumers in more than seventy-five countries. ZAP manufactures a line of electric vehicles, including electric city-cars and trucks, motorcycles, scooters, and ATVs. ZAP sells some of the only electric city-speed cars, trucks and vans in production today and is developing a freeway capable electric vehicle called the ZAP Alias.

Forward-Looking Statement

This press release contains forward-looking statements. Investors are cautioned that such forward-looking statements involve risks and uncertainties, including, without limitation, continued acceptance of the Company’s products, increased levels of competition for the Company, new products and technological changes, the Company’s dependence upon third-party suppliers, intellectual property rights, and other risks detailed from time to time in the Company’s periodic reports filed with the Securities and Exchange Commission.

Contact:

Investor Relations Group

Investor Relations

212-825-3210

Rachel Colgate or Michael Crawford

Media Relations

Laura Colontrelle