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 Act of 1934

Date of Report (Date of earliest event reported): December 8, 2010

Omega Protein Corporation

(Exact name of registrant as specified in its charter)

Nevada	001-14003	76-0562134
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

2105 CityWest Boulevard Suite 500 Houston, Texas	77042
(Address of principal executive offices)	(Zip Code)

(713) 623-0060

(Registrant’s telephone number, including area code)

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):

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

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

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

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CRF 240.133-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 8, 2010, Robert W. Stockton, the Executive Vice President and Chief Financial Officer of Omega Protein Corporation, a Nevada corporation (the “Company”), entered into a separation agreement and release with the Company pursuant to which he will retire from all positions with the Company and its subsidiaries, effective December 31, 2010. Under the separation agreement and release, Mr. Stockton’s amended and restated executive employment agreement with the Company dated December 31, 2007, as amended, will be terminated (other than Mr. Stockton’s obligations of confidentiality, non-competition and assignment-of-inventions to the Company), effective December 31, 2010. Also under the separation agreement and release, the Company agreed to cause any outstanding and unvested Company stock options held by Mr. Stockton to vest, and Mr. Stockton and the Company entered into a mutual release of claims.

Also on December 8, 2010, the Company entered into a consulting agreement with Mr. Stockton. The consulting agreement is for a term of two years commencing on January 1, 2010, and provides for an monthly consulting fee of $8,333.33 ($100,000.00 per year). Mr. Stockton will also be reimbursed for business expenses in accordance with Company policy. Mr. Stockton will be an independent contractor of the Company, will provide consulting services to the Company for a maximum of eight hours per week and will not be eligible to participate in the Company’s employee health and welfare or other benefit plans.

The foregoing descriptions of the agreements with Mr. Stockton do not purport to be complete and are qualified in their entirety by reference to the separation agreement and release and the consulting agreement, respectively, which are attached as Exhibits 10.1 and 10.2 hereto and incorporated herein by reference.

The Board of Directors appointed Bret D. Scholtes as Senior Vice President and Chief Financial Officer, effective January 1, 2011. Mr. Scholtes currently serves as the Company’s Senior Vice President – Corporate Development, a position he has held since April 2010. From 2006 to April 2010, Mr. Scholtes served as Vice President – Origination at GE Energy Financial Services, a global energy investment firm. Prior to this, Mr. Scholtes held finance positions with two publicly traded energy companies. He also has 5 years of public accounting experience. Mr. Scholtes holds a B.S. in Accounting from the University of Missouri, and a M.B.A. from New York University.

On December 9, 2010, Gregory Toups, the Company’s Vice President and Controller, was awarded a cash bonus of $100,000 by the Company. The bonus is expected to be paid in December 2010.

Item 7.01. Regulation FD Disclosure

On December 8, 2010, the Company issued a news release which reported the above information.

A copy of the release is set forth as Exhibit 99.1 attached hereto.

In accordance with General Instructions B.2 and B.6 of Form 8-K, the foregoing information in Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, now shall such information and Exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits

(a) Financial Statements of Businesses Acquired

None.

(b) Pro Forma Financial Information

None.

(c) Shell Company Transactions

None.

(d) Exhibits

10.1	Separation Agreement and Release between the Company and Robert W. Stockton dated December 8, 2010.
10.2	Consulting Agreement between the Company and Robert W. Stockton dated December 8, 2010.
99.1	Press Release of the Company dated December 8, 2010, entitled “Omega Protein Appoints New Chief Financial Officer.”

SIGNATURE

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 thereunto duly authorized.

	Omega Protein Corporation
Dated: December 9, 2010	/s/ John D. Held
	John D. Held
	Executive Vice President, General Counsel and Secretary

EX-10.1

Exhibit 10.1

SEPARATION AGREEMENT AND RELEASE

This Separation Agreement and Release (the “Agreement”) is dated as of December 8, 2010 but is effective as of the Date of Retirement (as defined herein). This Agreement is made as a mutually agreed compromise between the Parties (as defined below) for the complete and final settlement of all claims, differences, and alleged causes of action existing between them as of the Effective Date.

PARTIES

The Parties to this Agreement are Omega Protein Corporation (the “Company”) and Robert W. Stockton (the “Executive”). The Company and the Executive are referred to collectively as the “Parties.”

PREAMBLE

WHEREAS, the Executive is employed as the Executive Vice President and Chief Financial Officer of the Company, pursuant to that certain Amended and Restated Executive Employment Agreement dated December 31, 2007 (as amended to date, the “Employment Agreement”);

WHEREAS, the Executive and the Company also entered into that certain Indemnification Agreement dated June 11, 2004 (the “Indemnification Agreement”);

WHEREAS, the Executive intends to retire from all positions he held with the Company and/or its Affiliates on the Date of Retirement;

WHEREAS, the Parties intend to terminate the Employment Agreement as of the Effective Date (except with respect to the Executive’s and the Company’s continuing obligations under Sections 8, 9, 10 and 12 of the Employment Agreement) and enter into this Agreement;

WHEREAS, the Parties intend to enter into a Consulting Agreement effective immediately after the Date of Retirement (the “Consulting Agreement”);

WHEREAS, the Parties intend that this Agreement shall operate as a complete and final settlement of all claims, differences and alleged causes of action existing between them as of the Effective Date of this Agreement;

WHEREAS, the Executive has had at least 21 days to consider this Agreement;

WHEREAS, the Company has advised the Executive in writing to consult with independent legal counsel and tax advisors respecting this Agreement;

WHEREAS, the Executive has had an opportunity to consult with independent legal counsel and tax advisors with respect to the terms, meaning and effect of this Agreement; and

WHEREAS, the Executive understands that the Company regards the above representations as material and that the Company is relying on these representations in entering into this Agreement.

NOW, THEREFORE, in consideration of the mutual promises and obligations contained and exchanged in this Agreement and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. Definitions.

1.1 “Code” shall mean the Internal Revenue Code of 1986, as amended, and the notices, rules and regulations thereunder.

1.2 “Company and/or its Affiliates” means and includes the Company, its Affiliates, and all of their predecessors, successors and assigns and parents, subsidiaries, divisions or other affiliated companies, partners, partnerships, assigns, present and former officers, directors, employees, stockholders, agents, insurers, employee benefit plans or programs and their fiduciaries, whether in their individual or official capacities and all of the successors and assigns of the foregoing. “Affiliates” also includes a person or entity who, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the Company.

1.3 “Date of Retirement” means December 31, 2010.

1.4 “D&O Insurance Policy” means the Company’s directors’ and officers’ liability insurance policies in effect on the Date of Retirement.

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Employment Agreement.

2. Termination of the Employment Agreement. The Parties agree that the Employment Agreement is hereby terminated and of no further force and effect as of Date of Retirement, except with respect to the Executive’s obligations under Section 8, Executive’s Confidentiality Obligations; Section 9, Disclosure of Information, Ideas, Concepts, Improvements, Discoveries and Inventions; Section 10, Ownership of Information, Ideas, Concepts, Improvements, Discoveries and Inventions, and all Original Works of Authorship; and Section 12, Executive’s Non-Competition Obligations, all of which survive the termination of the Employment Agreement. Except as set forth in Section 5, this Agreement shall have no effect on the Indemnification Agreement, the D&O Insurance Policy and any agreement or plan governing the Executive’s equity incentive awards (e.g., stock options and/or restricted stock).

3. Pay Through Date of Retirement. The Executive acknowledges that he has received all salary, wages, bonuses, accrued and unpaid vacation time, sick time or other paid time off earned, and other compensation earned on or before the Date of Retirement.

4. Resignation by the Executive. Effective as of the Date of Retirement, the Executive hereby resigns from all positions he holds as a director or officer with the Company and/or its Affiliates.

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5. Vesting of Stock Options. The Parties hereby agree that, subject to the Executive’s execution of this Agreement containing a release from liability and waiver of right to sue the Company and/or its Affiliates, the Company agrees to vest any of the Executive’s outstanding stock options to purchase securities of Company that were not vested by their own terms on the Date of Retirement.

6. Release by the Executive. In consideration of the Company’s agreement to vest any of the Executive’s outstanding options to purchase securities of Company in Section 5, the Company’s release in Section 7 and the Company’s execution and delivery of the Consulting Agreement, the Executive unconditionally, fully and forever waives, releases, discharges, agrees to hold harmless, and promises not to sue the Company and/or its Affiliates, from and for any claim, action or right of any sort, known or unknown, arising on or before the Date of Retirement.

6.1 This release includes, but is not limited to, any claim arising out of or related to the following: any claim for any wages, salary, bonus, compensation, sick time, vacation time, paid leave or other remuneration of any kind; any claim for additional or different compensation or benefits of any sort, including any participation in any severance pay plan; any claim of discrimination or retaliation on the basis of age, race, sex, religion, marital status, sexual preference, national origin, handicap or disability, veteran status, or special disabled veteran status; any claim arising under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act, the Family and Medical Leave Act, the Fair Labor Standards Act of 1938, the Texas Commission on Human Rights Act, Chapter 451 of the Texas Labor Code, or the Texas Payday Law, as such statutes may be amended from time to time; any other claim based on any statutory prohibition; any claim arising out of or related to an express or implied employment contract, any other contract affecting terms and conditions of employment, or a covenant of good faith and fair dealing; any tort claim or other claim for personal injury, death or property damage or loss; any claim for fraud or misrepresentation; and any personal gain with respect to any claim arising under any whistleblower, qui tam or other provisions of any state or federal law.

6.2 The Executive represents that the Executive has read and understands this release provision and that rights and claims under the Age Discrimination in Employment Act of 1967 are among the rights and claims against the Company that the Executive is releasing. The parties further acknowledge and agree that the Executive is not releasing any of the following: (i) any rights or claims arising after the Retirement Date, (ii) any rights or claims arising from or related to any obligations that are stated or affirmed in this Agreement, (iii) any rights or claims for indemnification pursuant to any applicable contract, policy, the Company’s articles of incorporation or bylaws, or law (including but not limited to the Indemnification Agreement or the D&O Insurance Policy), (iv) any rights or claims under any agreement or plan governing the Executive’s equity incentive awards (e.g., stock options or restricted stock), (v) vested benefits under any pension plan maintained by the Company, (vi) health benefits under any law or policy or plan currently maintained by the Company that provides for health insurance continuation or conversion rights and (vii) any rights or claims that may not be released as a matter of law (for example, claims for unemployment insurance).

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7. Release by the Company. In consideration of the Executive’s release in Section 6, the Company irrevocably, unconditionally, fully and forever waives, releases, discharges, and agrees to hold Executive harmless from any claim, action or right of any sort, known or unknown, arising on or before the Date of Retirement, except with respect to the Executive’s obligations under these sections of the Executive’s Employment Agreement: Section 8, Executive’s Confidentiality Obligations; Section 9, Disclosure of Information, Ideas, Concepts, Improvements, Discoveries and Inventions; Section 10, Ownership of Information, Ideas, Concepts, Improvements, Discoveries and Inventions, and all Original Works of Authorship; and Section 12, Executive’s Non-Competition Obligations, all of which survive the termination of the Employment Agreement.

8. Future Employment. The Executive acknowledges that the Company and/or its Affiliates are not obligated to offer employment to the Executive, now or in the future.

9. No Other Claims. The Executive represents that the Executive has not filed or authorized the filing of any complaints, charges or lawsuits against the Company and/or its Affiliates with any federal, state or local court, governmental agency, or administrative agency, and that if, unbeknownst to the Executive, any such complaint has been filed on the Executive’s behalf, the Executive will use the Executive’s best efforts to cause it to be withdrawn immediately and dismissed with prejudice.

10. Confidentiality and Defense of Claims.

10.1 Both Parties shall keep strictly confidential all the terms and conditions, including amounts payable, in the Agreement and shall not disclose them to any person other than legal and/or financial advisors, government officials who seek such information in the course of their official duties, individuals at the Company responsible for implementing the Agreement, and the Executive’s spouse, unless compelled to do so by law or regulation, or business necessity. The parties acknowledge and agree that the Company shall be permitted to file a Form 8-K with the Securities and Exchange Commission regarding this Agreement and shall be permitted to disclose or publicly file this Agreement (or the contents thereof) as otherwise required by state and federal law (including tax reporting obligations). Nothing in this Section is intended to prevent the Executive from disclosing the fact that he was employed by the Company or from describing his employment duties.

10.2 The Executive agrees that from the Effective Date until two (2) years after the Date of Retirement, upon request from the Company, he will reasonably cooperate with the Company and/or its Affiliates in the defense of any claims or actions that may be made by or against the Company and/or its Affiliates that affect his prior areas of responsibility, except if the Executive’s reasonable interests are adverse to the Company and/or its Affiliates in such claim or action. To the extent travel is required to comply with the requirements of this Section 10.2, the Company shall, to the extent possible, provide the Executive with notice at least 10 days prior to the date on which such travel would be required. The Company agrees to promptly pay or reimburse the Executive upon demand for all of his reasonable travel and other direct expenses incurred, or to be reasonably incurred, to comply with his obligations under this Section 10.2.

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11. Consultation With Counsel. The Company advises the Executive to consult with independent legal counsel and tax advisors prior to executing this Agreement, and the Executive acknowledges being given that advice.

12. No Defamatory Statements. The Executive agrees that he will refrain from making any representation, statement, comment or any other form of communication (hereinafter collectively referred to as “representation”), whether written or oral, to any person or entity, including but not limited to the principals, officers, directors, employees, advisors, agents, customers, suppliers and competitors of the Company and/or its Affiliates, or any government officials, which representation has the effect or tendency to disparage, denigrate, or otherwise reflect negatively on the Company and/or its Affiliates and/or their business, officers, directors, shareholders, employees, agents, advisors or investors.

13. Return of Company Materials. The Executive agrees to deliver to the Company promptly after the Date of Retirement all originals and copies of Company materials and all other property of the Company and/or its Affiliates in the Executive’s possession, custody or control.

14. Revocation of Agreement; Effective Date. The Executive, at the Executive’s sole discretion, may revoke Sections 5, 6 and 7 of this Agreement on or before the expiration of seven calendar days after signing the Agreement. Revocation shall be in writing and effective upon dispatch to the following: John D. Held, General Counsel, Omega Protein Corporation, 2105 City West Boulevard, Suite 500, Houston, Texas 77042-2838. If the Executive elects to so revoke sections 5, 6 and 7 of the Agreement, then Sections 5, 6 and 7 of the Agreement shall be void and unenforceable but all remaining portions of the Agreement shall remain enforcable and in full force and effect. If the Executive does not so elect, then Sections 5, 6 and 7 shall become effective at the expiration of the revocation period (i.e., on the eighth calendar day after the Executive signs the Agreement) (the “Effective Date”).

The Company, at the Company’s sole discretion, may terminate this Agreement in its entirety on or prior to December 31, 2010. Such termination shall be in writing and effective upon delivery to the Executive. In the case of such termination, this Agreement will be null and void and will not go into effect.

15. Miscellaneous.

15.1 The Parties acknowledge that this Agreement is the result of a compromise and shall never be construed as, or said by either of them to be, an admission by the other of any liability, wrongdoing, or responsibility. The Parties expressly disclaim any such liability, wrongdoing, fault, or responsibility.

15.2 This Agreement constitutes the entire agreement between the Parties, except to the extent that it expressly incorporates provisions of the Employment Agreement. Except as set forth in Section 5, this Agreement shall have no effect on the Indemnification Agreement, the D&O Insurance Policy and any agreement or plan governing the Executive’s equity incentive awards (e.g., stock options or restricted stock), and all such agreements, plans or policies shall remain in effect in accordance with their respective terms. This Agreement may be executed in identical counterparts, each of which shall constitute an original and both of which shall constitute one and the same agreement. Except as expressly provided herein, this Agreement

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supersedes the Employment Agreement and any severance benefit plan or program and any bonus program at the Company and/or its Affiliates.

15.3 The Parties understand and agree that any breach of the terms of this Agreement may give rise to liability for money damages and other legal or equitable relief.

15.4 The Parties warrant that no representations have been made other than those contained in the written provisions of this Agreement, and that they do not rely on any representations not stated in this Agreement.

15.5 The Parties further warrant that they or their undersigned representatives are legally competent and fully authorized to execute and deliver this Agreement.

15.6 The Parties confirm they have had the opportunity to have this Agreement explained to them by independent legal counsel and tax advisors of their choice, and that they execute this Agreement freely, knowingly and voluntarily. The Company is relying on its own judgment and on the advice of its independent legal counsel and tax advisors and not upon any recommendation of the Executive or his agents, independent counsel or other representatives. Likewise, the Executive is relying on his own judgment and on the advice of his independent legal counsel and tax advisors, and not upon any recommendation of the Company or its directors, officers, employees, agents, independent counsel or other representatives. By voluntarily executing this Agreement, both Parties confirm their competence to understand and do hereby accept the terms of this Agreement as resolving fully all differences, disputes and claims that may exist within the scope of this Agreement.

15.7 This Agreement may not be modified or amended except by a writing signed by both Parties. No waiver of this Agreement or of any of the promises, obligations, terms, or conditions contained in it shall be valid unless it is in writing signed by the Party against whom the waiver is to be enforced. The waiver by either Party hereto of a breach of any provision of this Agreement shall neither operate nor be construed as a waiver of any subsequent breach by any Party. Except as expressly provided for herein, the failure of either Party hereto to take any action by reason of any breach will not deprive such Party of the right to take action at any time while such breach occurs.

15.8 If any part or any provision of this Agreement shall be finally determined to be invalid or unenforceable under applicable law by a court of competent jurisdiction, that part shall be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting the remaining parts of said provision or the remaining provisions of the Agreement.

15.9 The Parties have cooperated in the preparation of this Agreement. Hence, the Agreement shall not be interpreted or construed against or in favor of either Party by virtue of the identity, interest, or affiliation of its preparer.

15.10 This Agreement is made and shall be enforced pursuant to the laws of the State of Texas, without regard to its law governing conflicts of law.

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15.11 The amount of benefits payable under this Agreement shall be paid from the general assets of the Company and there shall be no separate trust established to pay any benefits under this Agreement.

15.12 All payments and benefits payable under this Agreement shall be subject to all applicable federal, state and local taxes and tax requirements and any elections by the Executive for payouts or deferrals under any Company benefit plan or program.

15.13 This Agreement shall be binding on and inure to the benefit of the successors and assigns of the Parties. No rights or obligations, benefits of or payments to the Executive under this Agreement may be subject to claims of the Executive’s creditors, or in any manner may be assigned or transferred by the Executive other than his rights to compensation and benefits that are transferred by will or to his estate by operation of law.

15.14 All notices and other communications required or permitted hereunder or necessary or convenient in connection herewith shall be in writing and shall be deemed to have been given when (i) delivered by hand or sent by facsimile, or (ii) on the third business day following deposit in the United States mail by registered or certified mail, return receipt requested, to the addresses as follows (provided that notice of change of address shall be deemed given only when received):

If to the Company to:

Omega Protein Corporation

2105 City West Boulevard, Suite 500

Houston, Texas 77042-2838

Attention: General Counsel

Facsimile No.: (713) 940-6122

If to the Executive to:

Robert W. Stockton

16 Champions Bend Circle

Houston, Texas 77069

or to such other addresses as the Company or the Executive, as the case may be, shall designate by notice to the other party hereto in the manner specified in this Section 15.14.

15.15 Titles and headings to Sections are for the purpose of reference only and shall in no way limit, define or otherwise affect the provisions hereof. Any and all Exhibits referred to in this Agreement are, by such reference, incorporated herein and made a part hereof for all purposes. The words “herein”, “hereof”, “hereunder” and other compounds of the word “here” shall refer to the entire Agreement and not to any particular provision hereof.

15.16 Wherever appropriate to the intention of the Parties, the respective rights and obligations of said parties, including, but not limited to, the rights and obligations set forth in Sections 10 through 13 hereof and this Section 15, shall survive any termination or expiration of this Agreement.

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15.17 Notwithstanding anything herein to the contrary, if any provision of this Agreement would result in the imposition of an applicable tax under Section 409A of the Code, the Company and the Executive may mutually agree to reform such provisions so as to attempt to avoid the imposition of any tax and to maintain as near as practicable the terms of this Agreement. All terms and definitions including, “specified employee” and “separation from service” shall have the meaning provided in Section 409A of the Code to the extent required for the payments under this Agreement to comply with or continue to be excluded from Section 409A of the Code. The Executive acknowledges and agrees that none of the Company, its Affiliates or their officers, directors or employees guarantee or are responsible for the tax consequences of this Agreement or any payments hereunder to the Executive and the Executive is solely liable for any tax consequences to the Executive under federal, state, local or foreign law or regulation, including, but not limited to, tax consequences to the Executive under Section 409A of the Code.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have executed this Agreement as of the date indicated below

ROBERT W. STOCKTON (“Executive”)	OMEGA PROTEIN CORPORATION (the “Company”)
	By:	/s/ John D. Held
	Name:	John D. Held
	Title:	Executive Vice President and General Counsel

THE STATE OF TEXAS	§
	§
COUNTY OF HARRIS	§

BEFORE ME, the undersigned authority, on this day personally appeared Robert W. Stockton who, being by me first duly sworn, upon his oath deposed and stated that he has read the foregoing Agreement; that he has been advised to discuss the provisions of this Agreement with an attorney of his choice before signing it; that he fully understands the terms and conditions of this Agreement; that he is legally competent to execute this Agreement; and that he has voluntarily executed this Agreement for the purposes and consideration therein expressed.

Given under my hand and seal of office on this 8^th day of December, 2010.

NOTARY PUBLIC IN AND FOR THE STATE OF TEXAS

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THE STATE OF TEXAS	§
	§
COUNTY OF HARRIS	§

BEFORE ME, the undersigned authority, on this day personally appeared John D. Held, who being by me first duly sworn, upon his oath deposed and stated that he is the Executive Vice President and General Counsel of Omega Protein Corporation (the “Company”).

Given under my hand and seal of office on this 8th day of December, 2010.

NOTARY PUBLIC IN AND FOR THE STATE OF TEXAS

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EX-10.2

Exhibit 10.2

CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT (“Agreement”) is made and entered into as of December 8, 2010 but is effective as of January 1, 2011 (the “Effective Date”), between Omega Protein Corporation (the “Company”), and Robert W. Stockton, a resident of Houston, Texas (the “Consultant”).

WITNESSETH

WHEREAS, pursuant to the Separation Agreement and Release dated as of December 8, 2010, the Consultant will retire from all positions held with the Company and/or its Affiliates (as defined below) as of December 31, 2010;

WHEREAS, the Consultant has certain knowledge and expertise related to the Company’s business and operations; and

WHEREAS, the Company wishes to insure that, notwithstanding the termination of the Consultant’s employment, the Company will continue to have the benefit of the Consultant’s knowledge and experience concerning the Company’s business and operations.

NOW, THEREFORE, in consideration of the mutual covenants, promises and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Consultant agree as follows:

1. Consulting Services.

(a) Effective as of the Effective Date, the Company hereby engages the Consultant, and the Consultant hereby agrees, to perform and provide Consulting Services (as defined below) to the Company and its affiliates as directed by the Company’s executive officers, on an independent contractor basis. As used in this Agreement, “Consulting Services” means services related to the Company’s business and operations and set forth on Annex I hereto. The Company may temporarily or permanently exclude any particular service from the scope of the Consulting Services upon written notice to the Consultant.

(b) Effective as of the Effective Date, Consultant agrees to render the Consulting Services conscientiously and devote his best efforts and abilities thereto. Consultant further agrees to devote to the Company such portions of his business time and attention as may be necessary and appropriate to perform the Consulting Services; provided, however, the Consultant shall not be required to devote more than eight hours per week to the performance of the Consulting Services.

(c) The Consulting Services shall be performed at such locations as the parties may mutually agree from time to time; provided, however, the parties acknowledge and agree that Consultant may be required to periodically travel to other locations as may be reasonably necessary in the performance of the Consulting Services.

2. Term of Consulting Arrangement. The consulting period shall begin on the Effective Date and end on the second anniversary thereof (the “Consulting Period”), unless extended by the mutual written agreement of the Consultant and the Company, or unless earlier terminated pursuant to Section 4 hereof.

3. Compensation. For all services rendered under this Agreement and the other covenants and agreements of the Consultant, during the Consulting Period, the Company shall (i) pay to the Consultant an aggregate amount of $8,333.33 on a monthly basis (the “Consulting Fee”) and (ii) reimburse the Consultant for all reasonable out-of-pocket expenses (including traveling expenses) incurred by the Consultant in rendering the Consulting Services as approved by the Company in accordance with the policies, practices and procedures of the Company (the “Reimbursement Amount,” together with the Consulting Fee, the “Payment Amount”). The Consultant shall furnish a reasonable detail including receipts of any expenses for which reimbursement is sought.

4. Termination.

(a) The Company’s obligations under this Agreement will terminate automatically upon the earliest to occur of (the “Date of Termination”): (i) the death or disability of the Consultant, (ii) the date on which the Consultant provides written notice to the Company of the Consultant’s intention to terminate this Agreement, (iii) the date on which the Company provides written notice to the Consultant of the Company’s intention to terminate this Agreement for Cause (as defined in the Amended and Restated Executive Employment Agreement dated December 31, 2007, between the Company and the Consultant), (iv) the failure of the Consultant, as determined by the Chief Executive Officer of the Company, to satisfactorily perform his duties hereunder, (v) the election of the Consultant to terminate certain provisions of the Severance and Release Agreement dated December 31, 2010 within eight calendar days after signing that agreement in accordance with section 14 of that agreement, or (vi) the expiration of the Consulting Period.

(b) Upon termination of this Agreement pursuant to paragraphs 4(a) above, the Company will have no obligation to pay any amount to the Consultant other than amounts earned or accrued as of the Date of Termination.

5. Independent Contractor Status.

(a) Non-Employee Status; Independent Contractor. The Company and the Consultant hereby acknowledge that the Consultant is and will be an independent consultant to and is not an employee (or person of similar status) of the Company or any of its Affiliates (defined below) for purposes of the Internal Revenue Code of 1986, as amended (the “Code”), and Sections 601-608 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). The Consultant acknowledges that he will not be paid any “wages” (as defined in the Code) in respect of the services under this Agreement, and the Company will not withhold any amounts from the consideration paid hereunder for tax purposes. The

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Consultant shall be solely responsible for all taxes (including penalties and interests thereon) imposed on him by reason of the payment of any compensation, benefits or other amounts payable in respect of the this Agreement or the services under this Agreement, if any, and shall indemnify the Company and its Affiliates for any losses or damages (including reasonable attorneys’ fees) incurred or suffered by the Company or its Affiliates as a result of the Consultant or the Consultant’s failure to pay any such taxes (including any penalties and interest thereon). As used in this Agreement, the term “Affiliate” means, with respect to any person or entity, any other person or entity that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the person or entity in question (as used herein, the term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise).

(b) Method of Performing Services. The Consultant shall be free to determine, in the Consultant’s sole discretion, the method, details, and means of performing the Consulting Services; provided, however, that such method, details, and means shall be in accordance with good and reputable business practices. The Consultant shall be free to set the Consultant’s own hours and appointments. The Company shall have no right to, and shall not, control the manner or determine the method of accomplishing such work. The Company may, however, require the Consultant to observe at all times the security and safety policies of the Company. In addition, the Company shall be entitled to exercise a broad general power of supervision and control over the results of work performed by the Consultant to ensure satisfactory performance. This power of supervision shall include the right to inspect, stop work, and make suggestions or recommendations as to the details of the work, and request modifications to the scope of the consulting services to be provided hereunder.

(c) No Authority. The Consultant has no authority, either real, implied or apparent, to act for or bind obligate the Company to any contract or any other matter without the prior express written approval from an authorized representative of the Company. The Consultant will not represent to any third party that it has any real, implied or apparent authority to enter into any arrangement, contract or commitment on behalf of the Company. All federal, state or local tax liability that the Consultant incurs as a result of the remuneration provided pursuant to this Agreement, or otherwise, shall be and remain the sole responsibility of the Consultant.

(d) Ineligible for Employee Benefits. The Consultant shall not be eligible for any benefit available only to employees of the Company or its Affiliates, including, but not limited to, medical, dental, vision and related health benefits, state disability insurance, unemployment insurance, vacation pay, sick pay, severance pay, bonus plans, pension plans, savings plans and the like.

6. Confidential Information.

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(a) The Consultant acknowledges that in the course of his previous relationship with the Company, and in the course of his prospective relationship with the Company under this Agreement, he has had and will continue to have access to information relating to the confidential affairs of the Company and its Affiliates, including but not limited to technical information, intellectual property, business and marketing plans, strategies, customer information, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company and its Affiliates, and other forms of information considered by the Company and its Affiliates to be confidential and in the nature of trade secrets (the “Confidential Information”).

(b) The Consultant agrees that (i) he will not, and will not allow his Affiliates to disclose to any third party or use any Confidential Information except as expressly permitted in this Agreement, and (ii) he will take all reasonable measures to maintain the confidentiality of all Confidential Information within his possession or control, which will in no event be less than the measures he uses to maintain the confidentiality of his own information of similar type and importance. This confidentiality covenant has no temporal, geographic or territorial restriction.

7. Enforceability. If any court determines that any provision of this Agreement, or any part thereof, is unenforceable against any person, the parties agree that such court shall have the power to modify such provision to the extent necessary to make the Agreement enforceable and valid, and the parties agree to request the court to exercise such power, and, in its modified form, such provision shall then be enforceable and shall be enforced.

8. Assignment. This Agreement may not be assigned by either party without the prior written consent of the other party; provided, however, the Company may assign this Agreement without the Consultant’s prior consent to any Affiliate of the Company or to any Successor. As used in this Agreement, the term “Successor” shall include any person, corporation, partnership, company or other entity that, at any time, whether by merger, purchase or otherwise, acquires all or substantially all of the assets or businesses of the Company.

9. Payment of Legal Expenses. In the event any litigation or other proceeding is initiated by either party to enforce the terms and provisions hereof, upon a final determination in any such litigation or proceeding, the non-prevailing party agrees to pay all reasonable expenses, including reasonable attorney’s fees and expenses of the prevailing party.

10. Notices. All notices or other communications which are required or may be given under this Agreement shall be in writing and shall be deemed to have been duly given when delivered in person, transmitted by telecopier or mailed by registered or certified first class mail, postage prepaid, return receipt requested to the parties hereto at the address set forth below (as the same may be changed from time to time by written notice similarly given).

If to the Company:

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Omega Protein Corporation

2105 City West Boulevard, Suite 500

Houston, Texas 77042-2838

Attention: General Counsel

Facsimile No.: (713) 940-6122

If to the Consultant:

Robert W. Stockton

16 Champions Bend Circle

Houston, Texas 77069

11. Amendment and Waiver. No term, provision or condition of this Agreement may be modified or amended unless such modification or amendment is agreed to in writing by the Company and the Consultant. A waiver by the Company or the Consultant of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any subsequent breach by the other party.

12. Governing Law. This Agreement and the rights and obligations of the parties hereto shall be governed, construed and enforced in accordance with the laws of the State of Texas.

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

14. Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning of this Agreement.

[Signatures on Following Page.]

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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day and year first above written.

OMEGA PROTEIN CORPORATION
By:	/s/ John D. Held

Name: John D. Held

Title:	Executive Vice President
/s/ ROBERT W. STOCKTON
ROBERT W. STOCKTON

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Annex I

Provide assistance and advisory services and report to the Company’s Chief Financial Officer or such other officer as the Company shall determine.

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EX-99.1

Exhibit 99.1

Omega Protein Appoints New Chief Financial Officer

HOUSTON, December 8, 2010 – Omega Protein Corporation (NYSE symbol: OME), the nation’s leading producer of Omega-3 fish oil and specialty fish meal products, today announced that Bret D. Scholtes will become Chief Financial Officer effective January 1, 2011. Mr. Scholtes currently serves as Omega Protein’s Senior Vice President – Corporate Development, a position he has held since April 2010. From 2006 to April 2010, Mr. Scholtes served as Vice President – Origination at GE Energy Financial Services, a global energy investment firm. Prior to GE, Mr. Scholtes held finance positions with two publically traded energy companies. He also has five years of public accounting experience. Mr. Scholtes holds a B.S. in Accounting from the University of Missouri, and a M.B.A. from New York University.

Omega Protein’s current Chief Financial Officer, Robert W. Stockton, will retire on December 31, 2010. Mr. Stockton will continue to consult with Omega Protein on financial and strategic issues.

“As Omega Protein’s CFO, Bob has done an excellent job and provided the financial leadership that contributed to the Company’s strong record of operating performance, starting with the IPO twelve years ago,” stated Joe von Rosenberg, the Company’s Chairman of the Board, Chief Executive Officer and President. “As Bob transitions into retirement, he does so in a way that will allow Bret to inherit and execute upon the strong infrastructure he has created. We are very grateful to Bob for his years of service to Omega Protein and look forward to working with him in his new role.”

About Omega Protein

Omega Protein Corporation is the nation’s largest manufacturer of heart-healthy fish oils containing Omega-3 fatty acids for human consumption, as well as specialty fish meals and fish oil used as value-added ingredients in aquaculture, swine and other livestock feeds. Omega Protein makes its products from menhaden, an Omega-3 rich fish that is not utilized as seafood, but which is abundantly available along the U.S. Gulf of Mexico and Atlantic Coasts.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS: The statements contained in this press release that are not historical facts are forward-looking statements that involve a number of risks and uncertainties. The actual results of future events described in any of these forward-looking statements could differ materially from those stated in the forward-looking statements. Important factors that could cause actual results to be materially different from those forward-looking statements include, among others: (1) the Company’s ability to meet its raw material requirements through its annual menhaden harvest, which is subject to fluctuations due to natural conditions over which the Company has no control, such as varying fish population, fish oil yields, adverse weather conditions and disease; (2) the impact of worldwide supply and demand relationships on prices for the Company’s products; (3) Omega Protein’s expectations regarding demand and pricing for its products proving to be incorrect; (4) fluctuations in the Company’s quarterly operating results due to the seasonality of the Company’s business and its deferral of inventory sales based on worldwide prices for competing products; and (5) the impact of the uncertain economic conditions, both in the United States and globally. These and other factors are described in further detail in Omega’s filings with the Securities and Exchange Commission, including its reports on Form 10-K, Form10-Q and Form 8-K. The Company also posts its latest internally generated price list for various products on its Company website, www.omegaproteininc.com. Pricing and product availability information disclosed in the price list are subject to change or discontinuance without prior notice, and the Company undertakes no obligation to update such information.

CONTACT:

Investor Relations, (713) 623-0060 OR hq@omegahouston.com

Web site: www.omegaproteininc.com