exv10w19



 





Exhibit 10.19




AMENDED AND RESTATED EMPLOYMENT AGREEMENT




     This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is entered into on
March 12, 2006 (the “Commencement Date”) by and between Synthesis Energy Systems, Inc., a
Delaware corporation (f/k/a Tamborine Holdings, Inc.) (the “Corporation”), and Gregory Bruce
Golden, an individual residing at 562 Prospect St., Harpers Ferry, WV 25425 (the “Executive”) under
the following terms and conditions:



RECITALS:




     WHEREAS, the parties have executed and delivered that certain Employment
Agreement, dated as of April 18, 2005 (the “Original Agreement”):



     WHEREAS, the parties have agreed to enter into this Amended and Restated Employment Agreement
(the “Amended and Restated Employment Agreement”), in which the Original Agreement is
hereby terminated, superseded, amended and restated in its entirety;



     WHEREAS, the execution and delivery of the Amended and Restated Employment Agreement is an
inducement and a condition to that certain Confidential Settlement Agreement and Release of Claims,
dated as of the date hereof, by and between the Corporation and the Executive (the “Settlement
Agreement”);



     WHEREAS, the execution and delivery of the Original Agreement was an inducement and a
condition to that certain Agreement and Plan of Merger, dated as of March 18, 2005, by and among
the Corporation, SES Acquisition Corporation, a Florida corporation and a wholly-owned subsidiary
of the Corporation, Synthesis Energy Holdings, Inc., a Florida corporation, and the stockholders of
the Corporation who are listed on the signature page thereto, as amended by that certain Amended
and Rested Agreement and Plan of Merger, dated as of April 11, 2005 (the “Purchase Agreement”); and



     WHEREAS, the Corporation desires to employ the Executive in the capacity hereinafter stated,
and the Executive desires to enter into the employ of the Corporation in such capacity for the
period and on the terms and conditions set forth herein.



     NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, it is
hereby covenanted and agreed by the Corporation and the Executive as follows:



     1. Capitalized Terms. All capitalized terms used herein without definition shall have
the meanings as set forth in the Purchase Agreement.



     2. Employment Period. The Corporation hereby agrees to employ the Executive as its
Chief Technologist, and the Executive, in such capacities, agrees to provide services to the
Corporation for the period beginning on the Commencement Date and ending on the fourth anniversary
of the Commencement Date (the “Employment Period”).



     3. Performance of Duties. The Executive agrees that during the Employment Period,
while he is employed by the Corporation, he shall devote his full time, energies and talents
exclusively to serving in the capacities of Chief Technologist of the Corporation in the



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best interests of the Corporation, and to perform the duties assigned to him by the Chief Executive
Officer and the Board of Directors of the Corporation (the “Board”) faithfully, efficiently and in
a professional manner. The Executive hereby agrees that on the date hereof, the Executive resigns
as the President and Chief Technology Officer of the Corporation and as a member of the Board. The
Executive shall not, without prior written consent from the Board (which consent shall not be
unreasonably withheld):




          (a) serve as or be a consultant to or employee, officer, agent or director of any corporation,
partnership or other entity other than the Corporation (other than civic, charitable, or other
public service organizations); or




          (b) have more than a five percent (5%) ownership interest in any enterprise other than the
Corporation if such ownership interest would have a material adverse effect upon the ability of the
Executive to perform his duties hereunder; provided, however, the Executive shall (i)
disclose to the Board any 5% ownership interest in any Person (as defined below), (ii) disclose any
financial relationship or ownership (regardless of such percentage), with any supplier, customer or
partner of the Corporation or any of its Subsidiaries, and (iii) not cause a conflict of interest
between the Corporation or any of its Subsidiaries on the one hand and any supplier, customer or
partner of the Corporation or any of its Subsidiaries on the other hand.




     4. Compensation. Subject to the terms and conditions of this Employment
Agreement, during the Employment Period, while he is employed by the Corporation, the
Executive shall be compensated by the Corporation for his services as follows:



          (a) Beginning on the Commencement Date, the Executive shall be entitled to an initial base
salary of $ 10,000 per month, payable at the end of each month during the Employment Period (except
that the salary to be paid during the first and last month of the Employment Period shall be on a
pro rata basis determined by a fraction the numerator of which is the number of business days the
Executive worked during such month and the denominator of which is the number of business days in
such month) and subject to normal tax withholding. During the Employment Period, the Executive’s
salary rate shall be reviewed by the Compensation Committee of the Board, which shall be
established by the Board and consist of at least two (2) non-employee directors (the “Compensation
Committee”), on or before each anniversary of the Commencement Date to determine whether an
increase in the Executive’s rate of compensation is appropriate.




          (b) Any bonuses during the Employment Period shall be determined by unanimous approval of
the Compensation Committee in its sole and absolute discretion.




          (c) The Executive shall be eligible to receive incentive compensation payments based on the
Executive’s performance and contribution to the Corporation and its Subsidiaries pursuant to a
compensation plan, which the Corporation intends to establish. Any incentive payments under the
compensation plan shall be paid to the Executive and, at the time such compensation program is
established, payments thereunder shall be made to the Executive as if such program was in effect as
of the Commencement Date based on the Executive’s performance or other relevant factors from the
Commencement Date.




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          (d) The Executive shall be a participant in certain executive benefit plans adopted by the
Corporation if and when such plans are adopted, on substantially the same terms and conditions as
other senior executives of the Corporation.




          (e) The Executive shall be entitled to receive the following perquisites:





          (i) Reimbursement of no more than $1,500 per month for all reasonable and
customary medical and health insurance premiums incurred by the Executive (including dental,
vision, accidental death and dismemberment, disability and life insurance (such life
insurance policy not to exceed $1 million in value)) from the date hereof until the
Corporation is able to provide comparable insurance policies for the Executive. The
Corporation has the right, but not the obligation, to purchase, replace or assume
responsibility for any such insurance policies; provided, however, that under any
and all circumstances the Executive shall receive at least the same benefits as contained in
any of the policies purchased, replaced or assumed by the Corporation and prior to taking
any such action, the Corporation shall consult with the Executive to ensure that the
Executive remains covered by and receives at least the same benefits under such policies
during the period after which the Corporation exercises its rights under this paragraph
4(e)(i) and consummates the purchase, replacement or assumption of such policies. Prior to
making any reimbursements pursuant to this paragraph 4(e)(i), the Corporation may request
appropriate documentation as evidence of such premium payments.




          (ii) Reimbursement of any relocation expenses if such relocation is requested by
the Corporation and the Executive relocates pursuant to such request.



          (f) Upon the forfeiture of 3,052,500 shares of the Corporation’s capital stock held by the
Executive pursuant to paragraph 7(a), the Executive shall own 4,350,000 shares of the Corporation’s
capital stock and shall be entitled to participate in the Corporation’s 2006 Stock Option Plan (the
“Plan”) pursuant to the terms and conditions set forth therein and the discretion of the Board. In
connection with the Plan, the Executive shall be granted options to purchase up to 950,000 shares
of the Corporation’s capital stock, which options shall be subject to the time and performance
vesting requirements set forth in that certain Stock Option Agreement to be entered into by and
between the Corporation and the Executive. The Plan shall be approved by the Board and the
requisite vote of the Corporation’s shareholders as soon as practicable.




          (g) The Executive shall be reimbursed by the Corporation for all reasonable business,
promotional, travel and entertainment expenses incurred or paid by the Executive during the
Employment Period in the performance of his services under this Employment Agreement: (i) provided
that such expenses constitute business deductions from taxable income for the Corporation and are
excludable from taxable income to the Executive under the governing laws and regulations of the
Internal Revenue Code; (ii) to the extent that such expenses do not exceed the amounts allocable
for such expenses in budgets that are approved from time to time by the Corporation and are not in
violation of the Corporation’s travel and living expense reimbursement policies; (iii) provided
that the Executive provides the Corporation with the corresponding expense reports in a timely
manner consistent with the Corporation’s policies; and (iv) provided that such expenses are
approved by the Board. In order that the




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Corporation reimburse the Executive for such allowable expenses, the Executive shall furnish to the
Corporation, in a timely fashion, the appropriate documentation required by the Internal Revenue
Code in connection with such expenses and shall furnish such other documentation and accounting as
the Corporation may from time to time reasonably request.




          (h) The Executive hereby agrees that any shares of capital stock to be issued to the
Executive by the Corporation shall not be issued and any unpaid compensation shall not be paid in
the event the Executive does not timely submit any of his expense reports in compliance with the
Corporation’s policies.




     5. Restrictive Covenants. The Executive acknowledges and agrees that: (i) the
Executive has a major responsibility for the operation, development and growth of the Corporation’s
business; (ii) the Executive’s work for the Corporation has brought him and will continue to bring
him into close contact with confidential information of the Corporation and its customers; and
(iii) the agreements and covenants contained in this paragraph 5 are essential to protect the
business interests of the Corporation and that the Corporation will not enter into the Employment
Agreement but for such agreements and covenants. Accordingly, the Executive covenants and agrees to
the following:



          (a) Confidential Information. Except as may be required by the lawful order of a court
or agency of competent jurisdiction, the Executive agrees to keep secret and confidential, both
during the Employment Period and for five (5) years after the Executive’s employment with the
Corporation terminates, all non-public information concerning the Corporation and its affiliates
that was acquired by, or disclosed to, the Executive during the course of his employment by the
Corporation or any of its affiliates, including information relating to customers (including,
without limitation, credit history, repayment history, financial information and financial
statements), costs, and operations, financial data and plans, whether past, current or planned and
not to disclose the same, either directly or indirectly, to any other person, firm or business
entity, or to use it in any way; provided, however, that the provisions of this paragraph 5
(a) shall not apply to information that: (a) was, is now, or becomes generally available to the
public (but not as a result of a breach of any duty of confidentiality by which the Executive is
bound); (b) was disclosed to the Executive by a third party not subject to any duty of
confidentiality to the Corporation prior to its disclosure to the Executive; or (c) is disclosed by
the Executive in the ordinary course of the Corporation’s business as a proper part of his
employment in connection with communications with customers, vendors and other proper parties,
provided that it is for a proper purpose solely for the benefit of the Corporation. The Executive
further agrees that he shall not make any statement or disclosure that (i) would be prohibited by
applicable Federal or state laws, or (ii) is intended or reasonably likely to be detrimental to the
Corporation or any of its subsidiaries or affiliates




          (b) Non Competetion. The Executive agrees that for the period commencing on the
Commencement Date and ending on (x) the eighteen (18) month anniversary if the Executive is
terminated for cause or voluntarily resigns, or (y) on the first (1st) anniversary if
the Executive is terminated without cause or resigns for good reason, of the date on which the
Executive’s employment with the Corporation is terminated (the “Non-Competition Period”), the
Executive shall not directly or indirectly, alone or as a partner, officer, director, employee,
consultant, agent, independent contractor, member or stockholder of any person or entity




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(“Person”), engage in any business activity in which is directly or indirectly in competition with
the Business of the Corporation or which is directly or indirectly detrimental to the Business or
business plans of the Corporation or its affiliates; provided, however, that the record or
beneficial ownership by the Executive of five percent (5%) or less of the outstanding publicly
traded capital stock of any company for investment purposes shall not be deemed to be in violation
of this paragraph 5(b) so long as the Executive is not an officer, director, employee or consultant
of such Person. The “Business” of the Corporation shall mean the actual or intended business of the
Corporation during the Employment Period and as of the date the Executive leaves the employment of
the Corporation, including, but not limited to, poly-generation and syngas production. As of the
date hereof, the Business of the Corporation is to provide distributed power, utility services and
coal gasification plant development, operations and maintenance based on coal gasification
technology. The restrictions set forth in this paragraph 5(b) are not applicable to large scale
public utilities that may have gasification operations, provided that these utilities do not
utilize U-Gas or other low-Btu coal gasification technologies or the downstream products derived
from these technologies. The Executive further agrees that during the Non-Competition Period, he
shall not in any capacity, either separately or in association with others: (i) employ or solicit
for employment or endeavor in any way to entice away from employment with the Corporation or its
affiliates any employee of the Corporation or its affiliates; (ii) solicit, induce or influence any
supplier, customer, agent, consultant or other person or entity that has a business relationship
with the Corporation to discontinue, reduce or modify such relationship with the Corporation; nor
(iii) solicit any of the Corporation’s identified potential acquisition candidates.




          (c) Remedies. If the Executive breaches, or threatens to commit a breach of any of the
provisions contained in paragraphs 5(a) or 5(b) (the “Restrictive Covenants”), the Corporation
shall have the following rights and remedies, each of which shall be enforceable, and each of which
is in addition to, and not in lieu of, any other rights and remedies available to the Corporation
at law or in equity:





          (i) The Executive shall account for and pay over to the Corporation all
compensation, profits, and other benefits which inure to the Executive’s benefit which are
derived or received by the Executive or any person or business entity controlled by the
Executive, or his relatives, resulting from any action or transactions constituting a
breach of any of the Restrictive Covenants.




          (ii) Notwithstanding the provisions of paragraph 5(c)(i) above, the Executive
acknowledges and agrees that in the event of a violation or threatened violation of any of
the Restrictive Covenants, the Corporation shall have no adequate remedy at law and shall
therefore be entitled to enforce each such provision by temporary or permanent injunction
or mandatory relief obtained in any court of competent jurisdiction without the necessity
of proving damages, posting any bond or other security, and without prejudice to any other
rights and remedies that may be available at law or in equity, and the Corporation shall
also be entitled to recover its attorneys’ fees and costs incurred to enforce any of the
Restrictive Covenants from the Executive if the Corporation prevails in such enforcement
action.



          (d) Severability. If any of the Restrictive Covenants, or any part thereof,
are




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held to be invalid or unenforceable, the same shall not affect the remainder of the covenant or
covenants, which shall be given full effect, without regard to the invalid or unenforceable
portions. Without limiting the generality of the foregoing, if any of the Restrictive Covenants, or
any part thereof, are held to be unenforceable because of the duration of such provision or the
area covered thereby, the parties hereto agree that the court making such determination shall have
the power to reduce the duration and/or area of such provision and, in its reduced form, such
provision shall then be enforceable.




          (e) Proprietary Rights. The Executive acknowledges and agrees that all know-how,
documents, reports, plans, proposals, marketing and sales plans, client lists, client files, and
any materials made by the Executive or by the Corporation are the property of the Corporation and
shall not be used by the Executive in any way adverse to the Corporation’s interests. The Executive
shall not deliver, reproduce or in any way allow such documents or things to be delivered or used
by any third party without specific direction or consent of the Board. The Executive hereby assigns
to the Corporation any rights which he may have in any such trade secret or proprietary
information.




     6. Termination and Compensation Due Upon Termination. Except as otherwise
provided under the executive benefit plans maintained by the Corporation in which the Executive
participates in accordance with paragraph 4(d), the Executive’s right to compensation for periods
after the date the Executive’s employment with the Corporation terminates shall be determined in
accordance with the following:



          (a) Termination Without Cause. The Executive may only be terminated without cause by a
majority vote of the Board; provided that the Executive shall be entitled to be heard by the Board
with respect to such termination prior to the Board’s vote. In the event the Corporation terminates
the Executive’s employment under this Agreement without cause, the Corporation shall pay the
Executive any compensation and benefits the Corporation owes to the Executive through the effective
date of termination. Additionally, and conditioned upon the Executive’s voluntary execution of a
written release (to be drafted and provided by the Corporation) of any and all claims, including
without limitation any claims for lost wages or benefits, stock options, compensatory damages,
punitive damages, attorneys’ fees, equitable relief, or any other form of damages or relief the
Executive may assert against the Corporation, the Executive shall be entitled to receive:





          (i) all payment of his salary (as of the date of termination date) in accordance
with the provisions of paragraph 4(a) for the lesser of (A) the Non-Competition Period or
(B) the remainder of the Employment Period; provided, however, that any such
payments shall (1) not be for less than six (6) months and (2) be adjusted by any payments
made to the Executive pursuant to paragraph 4(c) above; and




          (ii) payment of any incentive compensation payments that otherwise would have
been payable to the Executive under paragraph 4(b) through the effective date of
termination.







          (b) Voluntary Resignation. The Executive may terminate his employment with the
Corporation for any reason (or no reason at all) at any time by giving the Corporation








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sixty (60) days prior written notice of voluntary resignation; provided, however, that the
Corporation may decide that the Executive’s voluntary resignation be effective immediately upon
notice of such resignation. The Corporation shall have no obligation to make payments to the
Executive in accordance with the provisions of paragraph 4 for periods after the date on which the
Executive’s employment with the Corporation terminates due to the Executive’s voluntary
resignation. However, for purposes of this paragraph 6, the Executive’s termination of employment
with the Corporation shall not be construed as a voluntary resignation and shall be construed as
“good reason” if the Executive resigns following the occurrence of one of the following events:





          (i) the relocation of the Executive’s office outside of the United States; or




          (ii) a material breach of any of the provisions of paragraph 4.



          (c) Termination for Cause. The Executive may only be terminated for cause by a
majority vote of the Board; provided that the Executive shall be entitled to be heard by the Board
with respect to such termination prior to the Board’s vote. The Corporation shall have no
obligation to make payments to the Executive in accordance with the provisions of paragraph 4 or
otherwise for periods after the Executive’s employment with the Corporation is terminated on
account of the Executive’s discharge for cause. For purposes of this Agreement, the Executive shall
be considered terminated for “cause” if he is discharged by the Corporation on account of the
occurrence of one or more of the following events:





          (i) the Executive becomes habitually addicted to drugs or alcohol;




          (ii) the Executive discloses confidential information in violation of paragraph
5(a) and such disclosure has a material adverse effect on the Corporation, or engages in
competition in violation of paragraph 5(b);




          (iii) the Corporation is directed by regulatory or governmental authorities to
terminate the employment of the Executive or the Executive engages in activities that cause
actions to be taken by regulatory or governmental authorities that have a material adverse
effect on the Corporation;




          (iv) the Executive is indicted of a felony crime (other than a felony resulting
from a minor traffic violation);




          (v) the Executive flagrantly disregards his duties under this Employment Agreement after (A) written notice has been given to the Executive by the Board
that it views the Executive to be flagrantly disregarding his duties under this Agreement
and (B) the Executive has been given a period of ten (10) days after such notice to cure
such misconduct. However, no notice or cure period shall be required if Executive’s
disregard of his duties has materially and adversely affected the Corporation;




          (vi) any event of egregious misconduct involving serious moral turpitude to
the extent that, in the reasonable judgment of the Board, the Executive’s



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credibility and reputation no longer conform to the standard of the Corporation’s
executives; or




          (vii) the Executive commits an act of fraud against the Corporation or violates a
duty of loyally to the Corporation.



          (d) Disability. The Corporation shall have no obligation to make payments to the
Executive in accordance with the provisions of paragraph 4 for periods after the date the
Executive’s employment with the Corporation terminates on account of disability, except payments
due and owing through the effective date of termination. For purposes of this paragraph 6(d),
determination of whether the Executive is disabled shall be determined in accordance with the
Corporation’s long term disability plan (if any) and applicable law.




          (e) Death. The Corporation shall have no obligation to make payments to the Executive
in accordance with the provisions of paragraph 4 for periods after the date of the Executive’s
death, except payments due and owing as of such date.




     7. Forfeiture and Shares of Capital Stock.



          (a) Forfeiture. On the date hereof, pursuant to the terms of the Settlement Agreement,
the Executive shall forfeit 3,052,500 shares of capital stock owned directly or indirectly by the
Executive and the Corporation shall instruct the transfer agent to cancel such shares. In
connection with such forfeiture, the Executive shall not be entitled to receive any consideration
with respect to such shares and the Corporation shall issue to the Executive options to purchase up
to 950,000 shares of the Corporation’s capital stock pursuant to paragraph 4(f).




          (b) Securities Laws. The Executive hereby agrees that he shall be (i) considered and
“insider” pursuant to the rules and regulation promulgated by the Securities and Exchange
Commission, (ii) subject to Rule 144, including a two year holding period with respect to any
shares of capital stock owned or granted by the Corporation to the Executive, (iii) subject to any
trading limitations and other restrictions placed upon the Corporation’s officers and directors,
and (iv) subject to Rule 144 and be considered an “insider” pursuant to the rules and regulation
promulgated by the Securities and Exchange Commission in the event the Executive’s employment with
the Corporation is terminated for any reason, unless the Executive receives a written release from
the Board.




          (c) Plan. In the event the Executive has voting power, ownership or control of any
shares of the Corporation’s capital stock entitled to vote in connection with the stockholders’
approval of the Plan, the Executive hereby agrees to vote such shares to approve the Plan.




     8. Successors and Assignment. This Agreement shall be binding on, and inure to the
benefit of the Corporation and its successors and assigns and any person acquiring, whether by
merger, consolidation, purchase of all or substantially all of the Corporation’s assets and
business, or otherwise without further action by the Executive; provided however, that Executive
hereby agrees to execute an acknowledgement of assignment if requested to do so by the successor,
assign or acquiring person. The Corporation may assign this agreement to any of its direct and
indirect Subsidiaries.



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     9. Nonalienation. The interests of the Executive under this Agreement are not subject
to the claims of his or her creditors, other than the Corporation, and may not otherwise be
voluntarily or involuntarily assigned, alienated or encumbered except to the Executive’s estate
upon his or her death.



     10. Waiver of Breach. The waiver by either the Corporation or the Executive of a
breach of any provision of this Agreement shall not operate as, or be deemed a waiver of, any
subsequent breach by either the Corporation or the Executive.



     11. Notice. Any notice to be given hereunder by a party hereto shall be in writing and
shall be deemed to have been given when received or, when deposited in the U.S. mail, certified or
registered mail, postage prepaid:




	 	(a)	 	to the Executive addressed as follows:




Bruce Golden

562 Prospect St.

Harpers Ferry, WV 25425

Tel: (304) 535-1371

Fax: (703) 852-4398





	 	(b)	 	to the Corporation addressed as follows:




Office #916 Jin Zhong Building

680 Zhao Jia Bang Road

Shanghai 200031

China

Attn: Donald P. Bunnell

Tel: (86)21-6473-8020

Fax: (86)21-6473-8020



with a copy to:



Synthesis Energy Holdings, Inc.

1424 West 28th Street

Miami Beach, Florida 33140

Attn: Lorenzo C. Lamadrid

Tel: (305) 674-0093

Fax: (305) 674-0096




     12. Amendment. This Agreement may be amended or canceled by mutual agreement of the parties in
writing without the consent of any other person and no person, other than the parties hereto (and
the Executive’s estate upon his death), shall have any rights under or interest in this Agreement
or the subject matter hereof. The parties hereby agree that no oral conversations shall be deemed
to be a modification of this Agreement and neither party shall assert the same.



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     13. Applicable Law. The provisions of this Agreement shall be construed in
accordance with the internal laws of the State of Delaware.



     14. WAIVER OF JURY TRIAL AND COSTS. THE EXECUTIVE AND THE CORPORATION EXPRESSLY WAIVE
ANY RIGHT EITHER MAY HAVE TO A JURY TRIAL CONCERNING ANY CIVIL ACTION THAT MAY ARISE FROM THIS
AGREEMENT, OR THE RELATIONSHIP OF THE PARTIES HERETO AND THE PREVAILING PARTY IN SUCH ACTION SHALL
BE ENTITLED TO RECOVER ITS ATTORNEYS’ FEES AND COSTS INCURRED TO ENFORCE ANY OF ITS RIGHTS
HEREUNDER.



     15. Termination. All of the provisions of this Agreement shall terminate after the
expiration of the Employment Period, except that paragraph 5(a) shall survive for five (5) years
after the expiration of this Agreement and paragraph 5(b) shall terminate upon the expiration of
the Non-Competition Period.



*          *          *




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     IN WITNESS WHEREOF, the Executive and the Corporation have executed this Amended
and Restated Employment Agreement as of the day and year first above written.









	 	 	 
	 

	 	BRUCE GOLDEN
	 
	 	 
	 

	 	/s/ Bruce Golden       3/12/2006
	 

	 	 





	 	 	 	 	 
	 	 	SYNTHESIS ENERGY SYSTEMS, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Lorenzo Lamadrid
	 

	 	 	 	 
	 

	 	Its:	 	Chairman
	 

	 	 	 	 









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