exv10w8






Exhibit 10.8




NONSTATUTORY STOCK OPTION AGREEMENT

SYNTHESIS ENERGY SYSTEMS, INC.

AMENDED & RESTATED 2005 INCENTIVE PLAN




     This Stock Option Agreement (the “Agreement”), is entered into as of (Date) between Synthesis
Energy Systems, Inc., a Delaware corporation (the “Company”), and (Optionee Name) (the “Optionee”).



WITNESSETH:




     WHEREAS, the Company has adopted the Amended & Restated Synthesis Energy Systems, Inc. 2005
Incentive Plan (as amended from time to time, the “Plan”) to encourage officers, employees, outside
directors and consultants of the Company and its Subsidiaries to acquire or increase their
ownership interest in the Company and to provide a means whereby they may develop a sense of
proprietorship and personal involvement in the development and financial success of the Company,
and to encourage them to remain with and devote their best efforts to the business of the Company
thereby advancing the interests of the Company and its stockholders;



     WHEREAS, the Plan provides that such selected individuals may be granted a certain number of
Options (as defined in the Plan) to purchase shares of the Common Stock, par value $.0l per share
(“Common Stock”), of the Company to provide them with an ownership interest in the growth of the
Company; and



     WHEREAS, the Optionee has been selected to receive such award.



     NOW, THEREFORE, in consideration of the premises, the terms and conditions set forth herein,
the mutual benefits to be gained by the performance thereof and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:



     1. Grant of Option. Pursuant to the Plan, the Company grants Optionee an option (the
“Option” or “Stock Option”) to purchase (number of shares) shares (the “Optioned Shares”) of Common
Stock at an Option Price equal to (Fair Market Value determined in accordance with the Plan) per
share. The Date of Grant of this Stock Option is (Date). The “Option Period” shall commence on
the Date of Grant and shall expire on the date immediately preceding the tenth (10th)
anniversary of the Date of Grant. The Stock Option is a Nonstatutory Stock Option.



     2. Subject to Plan. The Stock Option and its exercise are subject to the terms and
conditions of the Plan, and the terms of the Plan shall control to the extent not otherwise
inconsistent with the provisions of this Agreement. The capitalized terms used herein that are
defined in the Plan shall have the same meanings assigned to them in the Plan. The Stock Option is
subject to any rules promulgated pursuant to the Plan by the Committee.



     3. Vesting: Time of Exercise. Except as specifically provided in this Agreement and
subject to certain restrictions and conditions set forth in the Plan, the Stock Option shall be
vested and exercisable as follows (it being understood that the right to purchase Option Shares
shall be cumulative so that the Optionee may purchase on or after any such anniversary and




1 Template (name or initials) Option Grant — (Date)


 









 







during the remainder of the Option Period those quantities of Option Shares which the Optionee
was entitled to purchase but did not purchase during any preceding period or periods):




	 	a.	 	With respect to 25% (Shares) of the total Optioned Shares, the Stock Option
shall vest and become exercisable on the first anniversary of the Date of Grant
provided the Optionee is employed by (or, if the Optionee is a consultant or an Outside
Director, is providing services to) the Company or a Subsidiary on that date.
	 
	 	b.	 	With respect to 25% (Shares) of the total Optioned Shares, the Stock Option
shall vest and become exercisable on the second anniversary of the Date of Grant
provided the Optionee is employed by (or, if the Optionee is a consultant or an Outside
Director, is providing services to) the Company or a Subsidiary on that date.
	 
	 	c.	 	With respect to 25% (Shares) of the total Optioned Shares, the Stock Option
shall vest and become exercisable on the third anniversary of the Date of Grant
provided the Optionee is employed by (or, if the Optionee is a consultant or an Outside
Director, is providing services to) the Company or a Subsidiary on that date.
	 
	 	d.	 	With respect to 25% (Shares) of the total Optioned Shares, the Stock Option
shall vest and become exercisable on the fourth anniversary of the Date of Grant
provided the Optionee is employed by (or, if the Optionee is a consultant or an Outside
Director, is providing services to) the Company or a Subsidiary on that date.
	 
	 	e.	 	An Optionee shall become 100% vested in the total Optioned Shares hereunder on
the day preceding an event which constitutes a Change in Control as defined in the
Plan.





     4. Term; Forfeiture. In the event of Optionee’s termination of employment (or
consulting agreement in the event Optionee is a consultant) with the Company and its Subsidiaries
(in each case, a “Termination”) for any reason other than Optionee’s voluntary termination, for
Cause or Optionee’s death or disability, the Option outstanding on such date of Termination, to the
extent vested on such date, may be exercised by Optionee (or, in the event of Optionee’s subsequent
death, by Optionee’s Heir (as defined below)) within three (3) months following such Termination,
but not thereafter. However, in no event shall the Option be exercisable after the tenth
(10th) anniversary of the Date of Grant. To the extent the Option is not vested on
Optionee’s date of Termination, the Option shall automatically lapse and be canceled unexercised as
of such date.



     In the event that the Optionee voluntarily terminates his or her employment (or consulting
agreement in the event Optionee is a consultant) with the Company or a Subsidiary, or if Optionee’s
employment or consulting agreement is terminated for Cause, any Option granted pursuant to this
Agreement whether vested or unvested shall be forfeited upon the date that the Optionee’s
Termination. Termination for “Cause” shall be termination resulting from (i) the



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continuing and material failure by the Optionee to fulfill the Optionee’s duties as an
employee or consultant of the Company or willful misconduct or gross neglect in the performance of
such duties, (ii) committing fraud, misappropriation or embezzlement in the performance of the
Optionee’s duties as an employee or consultant of the Company, or (iii) the Optionee’s commission
of any felony for which the Optionee is convicted and which, as determined in good faith by the
Company, constitutes a crime involving moral turpitude. For the purposes of the definition of
Cause, the term “Company” includes Subsidiaries of the Company.



     In the event of Optionee’s Termination by reason of death or disability, as defined by the
Committee in its sole discretion pursuant to the terms of the Plan, the Option shall be fully
vested on such date of termination and may be exercised by Optionee or, in the event of Optionee’s
death, by the person to whom Optionee’s rights shall pass by will or the laws of descent and
distribution (“Heir”), at any time within the twelve (12) month period beginning on Optionee’s
Termination, but not thereafter. However, in no event shall the Option be exercisable after the
tenth (10th) anniversary of the Date of Grant.



     Notwithstanding the above, if the Optionee has an employment agreement with the Company, or any other agreement with the Company which governs the terms and conditions of their options, the
terms of such agreement shall govern the terms and conditions of the term and forfeiture
of their options.



     5. Who May Exercise. Subject to the terms and conditions set forth in Sections 3 and 4
above, during the lifetime of the Optionee, the Stock Option may be exercised only by the Optionee,
or by the Optionee’s guardian or personal or legal representative (in the event of his or her
disability or by a broker dealer subject to Section 2.3 of the Plan).



     6. No Fractional Shares. The Stock Option may be exercised only with respect to full
shares, and no fractional share of stock shall be issued.



     7. Manner of Exercise. Subject to such administrative regulations as the Committee may
from time to time adopt, the Option may be exercised by the delivery of written notice to the
Committee or designated Company representative setting forth the number of shares of Common Stock
with respect to which the Option is to be exercised, the date of exercise thereof (the “Exercise
Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall
have been mutually agreed upon. On the Exercise Date, the Optionee shall deliver to the Company
consideration with a value equal to the total Option Price of the shares to be purchased, payable
to the Company in full in either: (i) in cash, or (ii) subject to prior approval by the Committee
in its discretion, by withholding Shares which otherwise would be acquired on exercise having an
aggregate Fair Market Value at the time of exercise equal to the total Option Price, or (iv)
subject to prior approval by the Committee in its discretion, by a combination of (i), and (ii)
above.



     The Committee, in its discretion, also may allow the Option Price to be paid with such other
consideration as shall constitute lawful consideration for the issuance of Shares (including,
without limitation, effecting a “cashless exercise” with a broker of the Option), subject to
applicable securities law restrictions and tax withholdings, or by any other means which the
Committee determines to be consistent with the Plan’s purpose and applicable law. A “cashless
exercise” of an Option is a procedure by which a broker provides the funds to the Optionee to



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effect an Option exercise, to the extent consented to by the Committee in its discretion. At
the direction of the Optionee, the broker will either (i) sell all of the Shares received when the
Option is exercised and pay the Optionee the proceeds of the sale (minus the Option Price,
withholding taxes and any fees due to the broker) or (ii) sell enough of the Shares received upon
exercise of the Option to cover the Option Price, withholding taxes and any fees due the broker and
deliver to the Optionee (either directly or through the Company) a stock certificate for the
remaining Shares.



     As soon as practicable after receipt of a written notification of exercise and full payment,
the Company shall deliver, or cause to be delivered, to or on behalf of the Optionee, in the name
of the Optionee or other appropriate recipient, Share certificates for the number of Shares
purchased under the Option. Such delivery shall be effected for all purposes when the Company or a
stock transfer agent of the Company shall have deposited such certificates in the United States
mail, addressed to Optionee or other appropriate recipient.



     If the Optionee fails to pay for any of the Shares specified in such notice or fails to accept
delivery thereof, then the Option, and right to purchase such Shares may be forfeited by the
Company.



     8. Nonassignability. The Stock Option is not assignable or transferable by the
Optionee except by will or by the laws of descent and distribution or pursuant to a domestic
relations order that would qualify as a qualified domestic relations order as defined in Section
414(p) of the Code, if such provision were applicable to the Stock Option and as otherwise
permitted under Section 4.2 of the Plan.



     9. Rights as Stockholder. The Optionee will have no rights as a stockholder with
respect to any shares covered by the Stock Option until the issuance of a certificate or
certificates to the Optionee for the Optioned Shares. The Optioned Shares shall be subject to the
terms and conditions of this Agreement and Plan regarding such Shares. Except as otherwise provided
in Section 10 hereof, no adjustment shall be made for dividends or other rights for which the
record date is prior to the issuance of such certificate or certificates.



     10. Adjustment of Number of Optioned Shares and Related Matters. The number of shares
of Common Stock covered by the Stock Option, and the Option Prices thereof, shall be subject to
adjustment in accordance with Section 4.5 of the Plan.



     11. Nonstatutory Stock Option. The Stock Option shall not be treated as an Incentive
Stock Option.



     12. Community Property. Each spouse individually is bound by, and such spouse’s
interest, if any, in any Shares is subject to, the terms of this Agreement. Nothing in this
Agreement shall create a community property interest where none otherwise exists.



     13. Optionee’s Representations. Notwithstanding any of the provisions hereof, the
Optionee hereby agrees that he will not exercise the Stock Option granted hereby, and that the
Company will not be obligated to issue any shares to the Optionee hereunder, if the exercise
thereof or the issuance of such shares shall constitute a violation by the Optionee or the Company
of any provision of any law or regulation of any governmental authority or Company



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policies, or the rules of the stock exchange on which the Common Stock is listed. Optionee
acknowledges and agrees that if he or she is an officer, director or key employee of the Company,
Optionee will be subject to the Company’s securities trading policy as it may be in effect from
time to time and which may “black out” periods of time during which the Stock Option may not be
exercised or which may also limit the amount of Shares that may be purchased or sold to a number
that is less than requested by the Optionee. Any determination in this connection by the Company
shall be final, binding, and conclusive. The obligations of the Company and the rights of the
Optionee are subject to all applicable laws, rules, and regulations, rules of the stock exchange on
which the Common Stock is listed and policies of the Company.



     14. Investment Representation. The Optionee represents and warrants to the Company
that all Common Stock which may be purchased hereunder will be acquired by the Optionee for
investment purposes for his own account and not with any intent for resale or distribution in
violation of federal or state securities laws.



     15. Optionee’s Acknowledgments. The Optionee acknowledges receipt of a copy of the
Plan, and represents that he or she is familiar with the terms and provisions thereof, and hereby
accepts this Option subject to all the terms and provisions thereof. The Optionee hereby agrees to
accept as binding, conclusive, and final all decisions or interpretations of the Committee, the
Company or the Board, as appropriate, upon any questions arising under the Plan or this Agreement.



     16. Law Governing. This Agreement shall be governed by, construed, and enforced in
accordance with the laws of the State of Delaware (excluding any conflict of laws rule that might
refer the governance, construction, or interpretation of this agreement to the laws of another
state).



     17. No Right to Continue Service or Employment. Nothing herein shall be construed to
confer upon the Optionee the right to continue in the employ or to provide services to the Company,
its Affiliates or any Parent or Subsidiary or their Affiliates, whether as an employee or as a
consultant or as an Outside Director, or interfere with or restrict in any way the right of the
Company or any of the other foregoing entities to discharge the Optionee as an employee, consultant
or Outside Director at any time.



     18. Legal Construction. In the event that any one or more of the terms, provisions, or
agreements that are contained in this Agreement shall be held by a court of competent jurisdiction
to be invalid, illegal, or unenforceable in any respect for any reason, the invalid, illegal, or
unenforceable term, provision, or agreement shall not affect any other term, provision, or
agreement that is contained in this Agreement and this Agreement shall be construed in all respects
as if the invalid, illegal, or unenforceable term, provision, or agreement had never been contained
herein.



     19. Covenants and Agreements as Independent Agreements. Each of the covenants and
agreements that is set forth in this Agreement shall be construed as a covenant and agreement
independent of any other provision of this Agreement. The existence of any claim or cause of action
of the Optionee against the Company, whether predicated on this Agreement or



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otherwise, shall not constitute a defense to the enforcement by the Company of the covenants
and agreements that are set forth in this Agreement.



     20. Entire Agreement. This Agreement together with the Plan supersede any and all
other prior understandings and agreements, either oral or in writing, between the parties with
respect to the subject matter hereof and constitute the sole and only agreements between the
parties with respect to the said subject matter. All prior negotiations and agreements between the
parties with respect to the subject matter hereof are merged into this Agreement. Each party to
this Agreement acknowledges that no representations, inducements, promises, or agreements, orally
or otherwise, have been made by any party or by anyone acting on behalf of any party, which are not
embodied in this Agreement or the Plan and that any agreement, statement or promise that is not
contained in this Agreement or the Plan shall not be valid or binding or of any force or effect.



     21. Parties Bound. The terms, provisions, and agreements that are contained in this
Agreement shall apply to, be binding upon, and inure to the benefit of the parties and their
respective heirs, executors, administrators, legal representatives, and permitted successors and
assigns, subject to the limitation on assignment expressly set forth herein. No person or entity
shall be permitted to acquire any Optioned Shares without first executing and delivering an
agreement in the form satisfactory to the Company making such person or entity subject to the
restrictions on transfer contained herein.



     22. Modification. No change or modification of this Agreement shall be valid or
binding upon the parties unless the change or modification is in writing and signed by the parties.
Notwithstanding the preceding sentence, the Company may amend the Plan or revoke this Stock Option
to the extent permitted by the Plan.



     23. Headings. The headings that are used in this Agreement are used for reference and
convenience purposes only and do not constitute substantive matters to be considered in construing
the terms and provisions of this Agreement.



     24. Gender, Number and Term Optionee. Words of any gender used in this Agreement shall
be held and construed to include any other gender, and words in the singular number shall be held
to include the plural, and vice versa, unless the context requires otherwise. Whenever the term
“Optionee” is used herein under circumstances applicable to any other person or persons to whom
this award may be assigned in accordance with the provisions of Paragraph 8, the term “Optionee”
shall be deemed to include such person or persons.



     25. Independent Legal and Tax Advice. Optionee acknowledges that the Company has
advised Optionee to obtain independent legal and tax advice regarding the grant and exercise of the
Option and the disposition of any Shares acquired thereby.



     26. Notice. Any notice required or permitted to be delivered hereunder shall be deemed
to be delivered only when actually received by the Company or by the Optionee, as the case may be,
at the addresses set forth below, or at such other addresses as they have theretofore specified by
written notice delivered in accordance herewith:




	 	a.	 	Notice to the Company shall be addressed and delivered as follows:




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Synthesis Energy Systems, Inc.

Three Riverway, Suite 300

Houston, Texas 77056

Attn: Corporate Secretary

Fax: (832) 494-1006





	 	b.	 	Notice to the Optionee shall be addressed and delivered to Optionee’s address
as set forth in the Company’s records.





     27. Tax Requirements.




	 	a.	 	Tax Withholding. This Option is subject to and the Company shall have
the power and the right to deduct or withhold, or require the Optionee to remit to the
Company, an amount sufficient to satisfy federal, state, and local taxes, domestic or
foreign, required by law or regulation to be withheld with respect to any taxable event
arising as a result of the Plan and this Option.
	 
	 	b.	 	Share Withholding. With respect to tax withholding required upon the
exercise of Stock Options or upon any other taxable event arising as a result of the
Stock Option, Optionee may elect, subject to the approval of the Committee in its
discretion, to satisfy the withholding requirement, in whole or in part, by having the
Company withhold Shares having a Fair Market Value on the date the tax is to be
determined equal to the minimum statutory total tax which could be imposed on the
transaction. All such elections shall be made in writing, signed by the Optionee, and
shall be subject to any restrictions or limitations that the Committee, in its
discretion, deems appropriate. Any fraction of a Share required to satisfy such
obligation shall be disregarded and the amount due shall instead be paid in cash by the
Optionee.




IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized
officer, and the Optionee, to evidence his consent and approval of all the terms hereof, has duly
executed this Agreement, as of the date specified in Section 1 hereof.




	 	 	 	 	 
	 	COMPANY:



SYNTHESIS ENERGY SYSTEMS, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	OPTIONEE:

 	 
	 	 	 
	 	(Optionee Name) 	 
	 	 	 
	 




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