NONSTATUTORY STOCK OPTION AGREEMENT SYNTHESIS ENERGY SYSTEMS, INC. AMENDED & RESTATED 2005 INCENTIVE PLAN

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 (10 ^th ) 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):

     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 (10 ^th ) 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

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 (10 ^th ) 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 repres