EX-10.2



 Exhibit 10.2 
 February 27, 2013 
 Robert W. Rigdon 
 11410 Long Pine Drive 
 Houston, Texas 77077 

Re:     Exchange of Salary for Option Grant 
 Dear Robert: 
 This letter describes your election to (i) reduce your base
salary from $300,000 to $210,000, or a reduction of $90,000, for the twelve month period from March 1, 2013 through February 28, 2014 and (ii) waive your right to receive the $120,000 aggregate annual bonus for 2013 contemplated by
Section 4.2(b) of your employment agreement with Synthesis Energy Systems (the “Company”) dated April 8, 2011 (the “Employment Agreement”). In exchange for such election, you will receive a grant of a non-qualified
stock option (the “Option”) exercisable for 246,538 shares of the common stock of the Company. 
 The number of
shares underlying the Option was determined by dividing $210,000 (the amount of your salary reduction and waived bonus) by $0.8518, which is the fair value of the Option as determined using the Black-Scholes valuation method typically utilized by
the Company. The exercise price of the Option ($1.10) was determined based on the fair market value of the common stock on the date of approval by the Compensation Committee of the board of directors of the Company (February 27, 2013). The Option
will vest in equal monthly installments over twelve months. The term of the Option is ten years from the award date. The vested portion of the Option will not be forfeitable upon your termination for any reason, but the entire unvested portion would
be forfeited. All other terms are as set forth in the form of the Option grant agreement attached hereto as Exhibit A. 
 By
execution of this letter, you acknowledge and agree that, notwithstanding anything to the contrary in the Employment Agreement, you will only be entitled to $210,000 of base salary for the period from March 1, 2013 through February 28,
2014 and you will not be entitled to receive any portion of the $120,000 aggregate annual bonus for 2013 contemplated by Section 4.2(b) of the Employment Agreement. This shall not affect your right to any other compensation from the Company as
contemplated by the Employment Agreement or any other terms thereof. 
 You further acknowledge and agree that (i) you are
an “accredited investor” within the meaning of Rule 501(a) of Regulation D of the Securities Act of 1933, as amended, (ii) you are familiar with the general risks relating to an investment in the Company’s common stock,
(iii) you have carefully considered this letter and have, to the extent you believe such discussion necessary, discussed this letter with your professional, legal, tax, accounting and financial advisors, (iv) you have had the right to
request copies of any documents, records, and books pertaining to the Company that you deem necessary to consider the transactions contemplated by this letter, (v) you have had a reasonable opportunity to ask questions of, and receive answers
from, the Company concerning this letter and all such questions have been answered to your full satisfaction, (vi) you have adequate means of providing for your current financial needs and contingencies and (vii) you are able to bear the
economic risks of the transactions contemplated by this letter. 







 If you have any questions regarding this matter, please let us know. 

 

	
	SYNTHESIS ENERGY SYSTEMS, INC.
	
	         /s/ Kevin Kelly

	Kevin Kelly
	Chief Accounting Officer, Controller and Secretary


  

	
	ACKNOWLEDGED AND AGREED
	as of February 27, 2013
	
	        /s/ Robert
Rigdon            
	Robert Rigdon