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): January 1, 2012

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.

In accordance with the previously disclosed succession plan of Omega Protein Corporation (the “Company”), Joseph L. von Rosenberg III, the Company’s Chief Executive Officer and President, stepped down from those positions on December 31, 2011. Mr. von Rosenberg will remain with the Company as Chairman of the Board. Effective January 1, 2012, Bret D. Scholtes became the Company’s Chief Executive Officer and President, and Andrew Johannesen became the Company’s Chief Financial Officer and Executive Vice President.

In connection with Mr. von Rosenberg’s change in position, the Company and Mr. von Rosenberg amended and restated his employment agreement with the Company effective as of January 1, 2012 (as amended and restated, the “Employment Agreement”). The Employment Agreement reduces Mr. von Rosenberg’s annual base salary from $600,000 to $255,000 and has a term that continues until the earlier of (i) December 31, 2013 or (ii) the date of the Company’s 2013 Annual Meeting of Stockholders, if Mr. von Rosenberg has not been nominated by the Board of Directors of the Company (the “Board”) to be elected by the holders of the Company’s common stock to serve an additional three-year term as a Class III director of the Board. The Employment Agreement also provides that Mr. von Rosenberg’s outstanding stock options to purchase 166,667 shares of the Company’s common stock that were previously scheduled to vest on December 1, 2013 shall instead vest on December 1, 2012. All other stock options owned by Mr. von Rosenberg were not affected. The Employment Agreement does not provide any additional benefits to Mr. von Rosenberg upon his termination for any reason.

The Employment Agreement contains restrictions on Mr. von Rosenberg’s use of the Company’s confidential information and also provides that Mr. von Rosenberg will assign to the Company all worldwide rights in any intellectual property that he develops which relates to the business, products or services of the Company. During the term of the Employment Agreement, and for the three years following the termination of the agreement, Mr. von Rosenberg may not engage, directly or indirectly, in any business or enterprise which is in competition with the Company anywhere in the world, induce any Company employee to leave his or her employment with the Company, or solicit any distributor or customer to amend its business relationship with the Company.

The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the Employment Agreement, which is attached as Exhibit 10.1 hereto and incorporated by reference.

The Company has entered into employment agreements effective as of January 1, 2012 with Bret D. Scholtes, the Company’s President and Chief Executive Officer, Andrew C. Johannesen, the Company’s Executive Vice President and Chief Financial Officer, and Dr. Mark E. Griffin, the Company’s Senior Vice President – R&D/Sales and Marketing. Except as specifically noted below, the terms of the employment agreements are substantially identical for each of the officers.

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The employment agreements have no term and may be terminated at any time by either the Company or the officer subject to the provisions of the agreements regarding notice and severance. Under the agreements, Messrs. Scholtes, Johannesen and Griffin are entitled to receive their current annual base salaries of $450,000, $325,000 and $300,000, respectively.

Upon a termination by the Company for any reason other than for Due Cause (as defined in the employment agreement), death or Disability (as defined in the employment agreement) and provided that the officer delivers an effective release in favor of the Company, the officer is entitled to receive a lump sum payment equal to the officer’s annual base salary, payable within five days after the date that such release has become effective. Upon a termination by the Company for any reason other than Due Cause, death or Disability in either case within twelve months after a Change of Control (as defined in the employment agreement) and provided that the officer delivers an effective release in favor of the Company, Mr. Scholtes is entitled to receive a lump sum payment equal to two times his annual base salary, and each of Messrs. Johannesen and Griffin is entitled to receive a lump sum payment equal to one-and-a-half times his annual base salary, in each case payable within five days after the date that such release has become effective.

Each agreement contains restrictions on the officer’s use of the Company’s confidential information and also provides that the officer will assign to the Company all worldwide rights in any intellectual property that he develops which relates to the business, products or services of the Company. During the term of the agreement, and for the three years following the termination of the agreement, the officer may not engage, directly or indirectly, in any business or enterprise which is in competition with the Company anywhere in the world, induce any Company employee to leave his or her employment with the Company, or solicit any distributor or customer to amend its business relationship with the Company.

The foregoing description of the employment agreements for Mr. Scholtes, Mr. Johanessen and Dr. Griffin does not purport to be complete and is qualified in its entirety by reference to these employment agreements, which are attached as Exhibit 10.2, 10.3 and 10.4 hereto, respectively, and incorporated by reference.

Effective January 1, 2012, the Board of Directors elected Dr. Jonathan Shepherd, age 65, as a Class III director of the Company, effective as of January 1, 2012. As a Class III director, Dr. Shepherd’s term is scheduled to expire at the Company’s 2013 Annual Meeting of Stockholders or as soon thereafter as his successor is duly elected and qualified.

Since 2004, Dr. Shepherd has served as Director General of The International Fishmeal and Fish Oil Organization (IFFO), an international non-profit organization which represents fish meal and fish oil producers and related trades throughout the world. Prior thereto, Dr. Shepherd was Group Managing Director of BioMar, a fish feed company based in Denmark. Prior thereto, Dr. Shepherd held a series of senior posts with Unilever, Peter Hand and Norsk Hydro connected with fish farming, pharmaceuticals, and feed manufacturing. Dr. Shepherd has a BVSc from Liverpool Veterinary School and a PhD from Stirling University. Dr. Shepherd is a citizen of the United Kingdom.

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The Board has determined Dr. Shepherd to be “independent” as defined by the NYSE listing standards and the standards set by the Securities Exchange Act of 1934, as amended by the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley Act”), as well as the definition of “independent director” established by the Board.

Under the 2006 Long-Term Incentive Plan (the “Plan”) of the Company, on election to the Board, each independent director receives an automatic stock option grant under the Plan to purchase a number of shares of the Company’s common stock at fair market value on the date of the grant. The number of option shares is determined by the Board and is currently set at 14,200. These option shares have an exercise price of $7.19, the Fair Market Value (as defined in the Plan) of the common stock on the date of grant, and will be fully vested and exercisable six months and one day from the date of grant. The foregoing description of the stock option agreement is not complete and is qualified by reference to the stock option agreement between the Company and Dr. Shepherd, which is attached hereto as Exhibit 10.5 to this Form 8-K, and is incorporated herein by reference.

Effective as of January 1, 2012, the Compensation Committee of the Board awarded 25,000 shares of restricted common stock under the Plan to Bret D. Scholtes in connection with his promotion to Chief Executive Officer and President on that date. Pursuant to the terms of the Restricted Stock Agreement relative to the stock award, all of these shares will vest on January 1, 2015 and have a value of $7.19 per share, the Fair Market Value (as defined in the Plan) of the common stock on the date of grant.

The foregoing description of the Restricted Stock Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Restricted Stock Agreement, which is attached hereto as Exhibit 10.6 hereto and incorporated herein by reference.

Effective January 1, 2012, the Board of Directors reconstituted the memberships of the following Board Committees as follows:

Scientific Committee:

Dr. Jonathan Shepherd (Chairman)

Dr. Gary Allee

Dr. William E.M. Lands

Audit Committee:

Harry O. Nicodemus (Chairman)

Dr. Gary Allee

Gary Goodwin

Dr. William E.M. Lands

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Effective January 1, 2012, the Board of Directors established the following fees for service on the Board’s Scientific Committee:

• An annual retainer of $15,000, payable in four quarterly installments, payable to the Chairman of the Scientific Committee; and

• A meeting attendance fee of $1,000 per meeting, payable to each member of the Scientific Committee for each meeting attended.

Item 7.01 Regulation FD Disclosure

On January 3, 2012, the Company issued a press release announcing that that Bret Scholtes, the Company’s President and Chief Executive Officer, and Andrew Johannesen, the Company’s Executive Vice President and CFO, will present at the ICR XChange Conference on Thursday, January 12, 2012 in Miami, Florida. For additional information regarding the presentation, please refer to the Company’s press release attached to this report as Exhibit 99.1 and incorporated herein by reference.

On January 3, 2012, the Company issued a press release announcing that it had completed its executive management succession plan. For additional information regarding the executive management succession plan, please refer to the Company’s press release attached to this report as Exhibit 99.2 and incorporated herein by reference.

On January 3, 2012, the Company issued a press release announcing that Dr. Jonathan Shepherd had joined the Board. For additional information regarding Dr. Shepherd, please refer to the Company’s press release attached to this report as Exhibit 99.3 and incorporated herein by reference.

In accordance with General Instructions B.2 and B.6 of Form 8-K, the foregoing information, including Exhibits 99.1, 99.2 and 99.3, 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, nor shall such information and Exhibits 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

(d) Exhibits

10.1 Amended and Restated Employment Agreement between the Company and Joseph L. von Rosenberg III dated as of January 1, 2012.

10.2 Employment Agreement between the Company and Bret Scholtes dated as of January 1, 2012.

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10.3 Employment Agreement between the Company and Andrew Johannesen dated as of January 1, 2012.

10.4 Employment Agreement between the Company and Dr. Mark Griffin dated as of January 1, 2012.

10.5 Non-Statutory Stock Option Agreement for Dr. Jonathan Shepherd dated as of January 1, 2012

10.6 Restricted Stock Agreement for Bret D. Scholtes dated as of January 1, 2012.

99.1 Text of Press Release dated January 3, 2012 titled “Omega Protein to Present at the 14th Annual ICR XChange Conference.”

99.2 Text of Press Release dated January 3, 2012 titled “Omega Protein Completes Executive Management Succession Plan.”

99.3 Text of Press Release dated January 3, 2012 titled “Omega Protein Announces Dr. Jonathan Shepherd Joins Board of Directors.”

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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: January 4, 2012	/s/ John D. Held
	John D. Held
	Executive Vice President, General Counsel and Secretary

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EX-10.1

EXHIBIT 10.1

AMENDED AND RESTATED

EXECUTIVE EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of this January 1, 2012, by and between Omega Protein Corporation, a Nevada corporation (the “Company”), and Joseph L. von Rosenberg III (the “Executive”). This Agreement amends and restates in its entirety the agreement dated December 31, 2007, between the Company and the Executive, as amended by the first amendment thereto (the “Prior Agreement”).

WITNESSETH:

WHEREAS, the Company desires to amend and restate the Prior Agreement with the Executive as set forth herein and the Executive desires to amend and restate the Prior Agreement with the Company as set forth herein; and

NOW, THEREFORE, for and in consideration of the mutual promises, covenants and obligations contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Executive hereby agree as follows:

1. Certain Definitions. As used in this Agreement, the following terms have the meanings prescribed below:

“Affiliate” means a person or entity who, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, another person or entity.

“Board” means the Board of Directors of the Company.

“Code” means the Internal Revenue Code of 1986, as amended, and the rules, notices and regulations promulgated by the Internal Revenue Service thereunder, all as in effect from time to time.

“Compensation Plans” means any compensation arrangement, plan, policy, practice or program established, maintained or sponsored by the Company or any subsidiary of the Company, for its employees generally or any specific group of employees, or to which the Company or any subsidiary of the Company contributes, and which includes, by way of example and not limitation, any incentive plan, bonus plan, 401(k) plan, pension plan, savings plan, equity or cash incentive plan, phantom stock plan, stock appreciation right plan, stock option plan, restricted stock award plan, retirement plan, deferred compensation plan, or supplemental benefit arrangement.

“Competing Business” means any individual, business, firm, company, partnership, joint venture, organization, or other entity that is engaged in the business of the Company, as presently or from time to time during the Executive’s period of employment conducted, including without limitation, the production or sale of (i) fish meal, fish oil (refined or unrefined) or fish solubles or (ii) dietary supplement ingredients.

“Confidential Information” shall have the meaning assigned thereto in Section 7.2 hereof.

“Date of Termination” means the earliest to occur of (i) the date of the Executive’s death or (ii) the date of receipt of the Notice of Termination, or such later date as may be prescribed in the Notice of Termination in accordance with Section 5 hereof.

“Employee Health and Welfare Plans” means any health, insurance or welfare arrangement, plan, policy, practice or program established, maintained or sponsored by the Company or any subsidiary of the Company, for its employees generally or any specific group of employees, or to which the Company or any subsidiary of the Company contributes, and which includes, by way of example and not limitation, any health care plan, medical plan, dental plan, vision plan, long-term or short-term disability plan, unemployment plan, accident plan, hospitalization plan, life insurance plan, dependent care plan, cafeteria plan, or employee assistance plan.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the Securities and Exchange Commission thereunder, all as in effect from time to time.

“Notice of Termination” shall have the meaning assigned thereto in Section 5 hereof.

2. General Duties of the Company and the Executive.

2.1(a) The Company agrees to employ the Executive, and the Executive agrees to accept employment by the Company and to serve the Company as its Chairman of the Board and to provide such other services to the Company and its Affiliates as may from time to time be assigned to the Executive by the Board. The Executive shall report to the Board. The Executive shall have the authority, duties and responsibilities that are normally associated with and inherent in the executive capacity in which the Executive will be performing. The Executive’s duties are presently expected to include matters relating to business development, director and officer recruitment, customer relationships, governmental affairs and broader business relationships, and his role as an advisor to the Board and the Company’s management team. While employed hereunder, the Executive shall use his best efforts to perform faithfully and efficiently his duties and responsibilities. The Executive agrees to cooperate fully with the Board, and other executive officers of the Company, and not to engage in any activity which conflicts with or interferes with the performance of his duties hereunder. While the Executive is employed by the Company, the Executive shall devote his best efforts and skills to the business and interests of the Company. While the Executive is employed by the Company, it shall not be a violation of this Agreement for the Executive (i) serve on any corporate board or committee thereof with the approval of the Board, (ii) to serve on any civic, or charitable boards or committees (except for boards or committees of a Competing Business unless approved by the Board), (iii) deliver lectures, fulfill teaching or speaking engagements, or (iv) manage personal investments; provided, however, any such activities must not materially interfere with performance of the Executive’s responsibilities under this Agreement.

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(b) The Executive represents and covenants to the Company that he is not subject or a party to any employment agreement, noncompetition covenant, nondisclosure agreement, or any similar agreement or covenant that would prohibit the Executive from executing this Agreement and fully performing his duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect the duties and responsibilities that may now or in the future be assigned to the Executive hereunder.

2.2 The Executive agrees and acknowledges that he owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Company.

3. Term. Unless sooner terminated pursuant to Section 5 hereof, the Executive’s period of employment under this Agreement shall continue until the earlier of (i) December 31, 2013 or (ii) the date of the Company’s 2013 Annual Meeting of Stockholders, if the Executive has not been nominated by the Board to be elected by the holders of the Company’s common stock to serve an additional three-year term as a Class III director of the Board.

4. Compensation and Benefits.

4.1 Base Salary. As compensation for services to the Company, the Company shall pay to the Executive from the date of this Agreement until the Date of Termination an annual base salary of $255,000. The Executive’s base salary shall be payable in equal semi-monthly installments or in accordance with the Company’s established policy for all employees generally, subject only to such payroll and withholding deductions as may be required by law and other deductions (consistent with Company policy for all employees generally) relating to the Executive’s election to participate in any Employee Health and Welfare Plans. While employed by the Company, the Executive will receive no additional compensation if he shall serve as a director of the Company.

4.2 Participation in Employee Health and Welfare Plans and Compensation Plans. Until the Date of Termination, the Executive, and the Executive’s family if applicable, shall have the right to participate in any Employee Health and Welfare Plans or any Compensation Plans, in each case in which any senior executive of the Company participates, in a manner consistent with the participation of such senior executives, as well as those Employee Health and Welfare Plans or Compensation Plans currently maintained or hereinafter established by the Company for the benefit of its employees generally. The Company shall not be obligated to institute, maintain, or refrain from changing, amending, or discontinuing any Employee Health and Welfare Plans or any Compensation Plans, so long as such actions are similarly applicable to, as the case may be, covered employees generally or senior executives generally.

4.3 Reimbursement of Expenses. The Executive may from time to time until the Date of Termination incur various business expenses customarily incurred by persons holding positions of like responsibility, including, without limitation, travel, entertainment and similar expenses incurred for the benefit of the Company. Subject to the Executive complying with the

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Company’s policy regarding the reimbursement of such expenses as in effect from time to time, including providing reasonable documentation, the Company shall reimburse the Executive for such expenses from time to time, at the Executive’s request (irrespective of whether such request is made before or after the Date of Termination, provided that all submitted expenses relate to prior to the Date of Termination) and provided that all such reimbursements shall be paid as soon as administratively feasible but no later than March 15^th after the end of the calendar year in which they were incurred.

4.4 Director and Officer Insurance. The Company will also cause the Executive to be covered by its director and officer insurance policies as they are in effect from time to time.

4.5 Vesting of Options. The Company and the Executive agree that the Executive’s outstanding options to purchase 166,667 shares of the Company’s common stock presently scheduled to vest on December 1, 2013, pursuant to the Stock Option Award dated December 1, 2010, shall instead vest on December 31, 2012. Such outstanding options shall, except as provided in the preceding sentence, remain subject to the terms and conditions of such Stock Option Award. All other stock options owned by Executive remain unchanged and in full force and effect in accordance with their terms.

5. Termination. This Agreement shall terminate automatically upon the death of the Executive or upon the expiration of the term as provided in Section 3 hereof. This Agreement and the Executive’s period of employment hereunder may be terminated by either the Company or the Executive at any time and for any reason. Any termination of this Agreement by the Company or the Executive (except as a result of the Executive’s death), shall be communicated by Notice of Termination to the other party hereto given at least three days in advance of such termination in accordance with Section 11.1 hereof. For purposes of this Agreement, a “Notice of Termination” means a written notice that specifies the termination of employment date, if such date is other than the date of receipt of such notice (which termination date shall not be more than 15 calendar days after the giving of such notice). Upon termination of the Executive’s employment hereunder, the Executive shall be entitled to the compensation and benefits described in Section 6 hereof and shall have no further rights to any compensation or any other benefits from the Company or any of its Affiliates.

6. Obligations of the Company upon Termination. If this Agreement is terminated at any time (including as a result of the Executive’s death or as a result of termination by the Company or the Executive for any reason), the Company shall pay to the Executive or his estate, in a lump sum in cash within three (3) business days after the Date of Termination, an amount equal to the sum of the aggregate of the Executive’s earned but unpaid base salary (as in effect on the Date of Termination) through the Date of Termination.

If this Agreement is terminated as a result of the Executive’s death, the Executive or his estate and/or beneficiaries shall also be entitled to receive those death benefits to which the Executive is entitled under any applicable Employee Health and Welfare Plans or Compensation Plans. All other obligations of the Company and rights of the Executive hereunder shall terminate effective as of the Date of Termination, except as provided for in any applicable Employee Health and Welfare Plans, any applicable Compensation Plans or as otherwise provided in this Agreement.

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7. Executive’s Confidentiality Obligations.

7.1 For purposes of this Section 7, all references to the Company shall include its Affiliates. The Executive hereby acknowledges, understands and agrees that all Confidential Information, as defined in Section 7.2 hereof, whether developed by the Executive or others employed by or in any way associated with the Executive or the Company, is the exclusive and confidential property of the Company and shall be regarded, treated and protected as such in accordance with this Agreement. The Executive acknowledges that all such Confidential Information is in the nature of a trade secret. Failure to mark any writing confidential shall not affect the confidential nature of such writing or the information contained therein.

7.2 For purposes of this Agreement, “Confidential Information” means information, which is used in the business of the Company and (i) is proprietary to, about or created by the Company, (ii) gives the Company some competitive business advantage or the opportunity of obtaining such advantage or the disclosure of which could be detrimental to the interests of the Company, (iii) is designated as Confidential Information by the Company, is known by the Executive to be considered confidential by the Company, or from all the relevant circumstances should reasonably be assumed by the Executive to be confidential and proprietary to the Company, or (iv) is not generally known by non-Company personnel. Confidential Information excludes, however, any information that is lawfully in the public domain or has been publicly disclosed by the Company. Such Confidential Information includes, without limitation, the following types of information and other information of a similar nature (whether or not reduced to writing or designated as confidential):

(a) Internal personnel and financial information of the Company, vendor information (including vendor characteristics, services, prices, lists and agreements), purchasing and internal cost information, internal service and operational manuals, and the manner and methods of conducting the business of the Company;

(b) Marketing and development plans, price and cost data, price and fee amounts, pricing and billing policies, quoting procedures, marketing techniques, forecasts and forecast assumptions and volumes, and future plans and potential strategies (including, without limitation, all information relating to any acquisition prospect and the identity of any key contact within the organization of any acquisition prospect) of the Company which have been or are being discussed;

(c) Names of customers and their representatives, contracts (including their contents and parties), customer services, and the type, quantity, specifications and content of products and services purchased, leased, licensed or received by customers of the Company; and

(d) Confidential and proprietary information provided to the Company by any actual or potential customer, government agency or other third party (including businesses, consultants and other entities and individuals).

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7.3 As a consequence of the Executive’s acquisition or anticipated acquisition of Confidential Information, the Executive shall occupy a position of trust and confidence with respect to the affairs and business of the Company. In view of the foregoing and of the consideration to be provided to the Executive, the Executive agrees that it is reasonable and necessary that the Executive make each of the following covenants:

(a) At any time while employed by the Company and thereafter, the Executive shall not disclose Confidential Information to any person or entity, other than as reasonably appropriate or necessary in carrying out his duties and responsibilities as set forth in Section 2 hereof, without first obtaining the Company’s prior consent (unless such disclosure is compelled pursuant to court orders or subpoena, and at which time the Executive shall give prior written notice of such proceedings to the Company).

(b) At any time while employed by the Company, the Executive shall use Confidential Information only as reasonably appropriate or necessary in carrying out his duties and responsibilities as set forth in Section 2 hereof.

(c) On the Date of Termination, the Executive shall promptly deliver to the Company (or its designee) all written materials, records and documents made by the Executive or which came into his possession while employed by the Company concerning the business or affairs of the Company, including, without limitation, all materials containing Confidential Information.

8. Disclosure of Information, Ideas, Concepts, Improvements, Discoveries and Inventions. The Executive agrees that during his employment by the Company, the Executive shall promptly disclose to the Company all information, ideas, concepts, improvements, discoveries and inventions, whether patentable or not, and whether or not reduced to practice, which are conceived, developed, made or acquired by the Executive while employed by the Company, either individually or jointly with others, and which relate to the business, products or services of the Company, irrespective of whether the Executive used the Company’s time or facilities and irrespective of whether such information, idea, concept, improvement, discovery or invention was conceived, developed, discovered or acquired by the Executive on the job, at home, or elsewhere. This obligation extends to all types of information, ideas and concepts, including information, ideas and concepts relating to new types of services, corporate opportunities, acquisition prospects, prospective names or service marks for the Company’s business activities, and the like.

9. Ownership of Information, Ideas, Concepts, Improvements, Discoveries and Inventions, and all Original Works of Authorship.

9.1 All references in this Section 9 to the Company shall include its Affiliates. All information, ideas, concepts, improvements, discoveries and inventions, whether patentable or not, which are conceived, made, developed or acquired by the Executive or which are disclosed or made known to the Executive, individually or in conjunction with others, during the Executive’s employment by the Company and which relate to the business, products or services of the Company (including, without limitation, all such information relating to corporate opportunities, research, financial and sales data, pricing and trading terms, evaluations, opinions, interpretations, acquisition prospects, the identity of customers or their requirements, the identity of key contacts within the customers’ organizations, marketing and merchandising techniques,

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and prospective names and service marks) are and shall be the sole and exclusive property of the Company. Furthermore, all drawings, memoranda, notes, records, files, correspondence, manuals, models, specifications, computer programs, maps and all other writings or materials of any type embodying any of such information, ideas, concepts, improvements, discoveries and inventions are and shall be the sole and exclusive property of the Company.

9.2 In particular, the Executive hereby specifically sells, assigns, transfers and conveys to the Company all of his worldwide right, title and interest in and to all such information, ideas, concepts, improvements, discoveries or inventions, and any United States or foreign applications for patents, inventor’s certificates or other industrial rights which may be filed in respect thereof, including divisions, continuations, continuations-in-part, reissues and/or extensions thereof, and applications for registration of such names and service marks. The Executive shall assist the Company and its nominee at all times, while employed by the Company and thereafter, in the protection of such information, ideas, concepts, improvements, discoveries or inventions, both in the United States and all foreign countries, which assistance shall include, but shall not be limited to, the execution of all lawful oaths and all assignment documents requested by the Company or its nominee in connection with the preparation, prosecution, issuance or enforcement of any applications for United States or foreign letters patent, including divisions, continuations, continuations-in-part, reissues and/or extensions thereof, and any application for the registration of such names and service marks.

9.3 In the event the Executive creates, while employed by the Company, any original work of authorship fixed in any tangible medium of expression which is the subject matter of copyright (such as, videotapes, written presentations on acquisitions, computer programs, drawings, maps, architectural renditions, models, manuals, brochures or the like) relating to the Company’s business, products or services, whether such work is created solely by the Executive or jointly with others, the Company shall be deemed the author of such work if the work is prepared by the Executive in the scope of his employment; or, if the work is not prepared by the Executive within the scope of his employment but is specially ordered by the Company as a contribution to a collective work, as a part of a motion picture or other audiovisual work, as a translation, as a supplementary work, as a compilation or as an instructional text, then the work shall be considered to be work made for hire, and the Company shall be the author of such work. If such work is neither prepared by the Executive within the scope of his employment nor a work specially ordered and deemed to be a work made for hire, then the Executive hereby agrees to sell, transfer, assign and convey, and by these presents, does sell, transfer, assign and convey, to the Company all of the Executive’s worldwide right, title and interest in and to such work and all rights of copyright therein. The Executive agrees to assist the Company and its Affiliates, at all times, while employed by the Company and thereafter, in the protection of the Company’s worldwide right, title and interest in and to such work and all rights of copyright therein, which assistance shall include, but shall not be limited to, the execution of all documents requested by the Company or its nominee and the execution of all lawful oaths and applications for registration of copyright in the United States and foreign countries.

9.4 The provisions of this Section 9 shall not supersede any existing proprietary information agreement between the Executive and the Company which shall remain in full force and effect and, moreover, this Agreement, any other proprietary information agreement and any such other similar agreement between the parties shall be construed and applied as being mutually consistent to the fullest extent possible.

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10. Executive’s Non-Competition Obligations.

10.1(a) All references in this Section 10 to the Company shall include its Affiliates. While employed by the Company and for the three (3) year period following the Date of Termination, the Executive shall not, acting alone or in conjunction with others, directly or indirectly, in the United States and any other business territories in which the Company on the Date of Termination is conducting business, invest or engage, directly or indirectly, in any Competing Business or accept employment with or render services to such a Competing Business as a director, officer, agent, executive or consultant or in any other capacity; provided, however, that this Section 10.1(a) shall not be deemed violated if the Executive is or becomes the beneficial owner of up to three (3) percent of the stock of any corporation subject to the periodic reporting requirements of the Exchange Act at the time of the acquisition of such beneficial ownership. Notwithstanding the above, the Executive may serve as an officer, director, agent, employee or consultant to a Competing Business whose business is diversified and which is, as to the part of its business to which the Executive is providing services, not a Competing Business.

(b) In addition to the other obligations agreed to by the Executive in this Agreement, the Executive agrees that for three (3) years following the Date of Termination hereof, he shall not directly or indirectly: (i) hire or attempt to hire any employee of the Company, or induce, entice, encourage or solicit any employee of the Company to leave his or her employment, or (ii) contact, communicate or solicit any distributor or customer of the Company for the purpose of causing them to terminate or alter or amend their business relationship with the Company to the Company’s detriment.

10.2(a) The Executive hereby specifically acknowledges and agrees that:

(1) The Company has expended and will continue to expend substantial time, money and effort in developing its business;

(2) The Executive will, in the course of his employment, be personally entrusted with and exposed to Confidential Information;

(3) The Company, is presently, and after the Date of Termination will be, engaged in its highly competitive business;

(4) The Executive could, after having access to the Company’s financial records, contracts, and other Confidential Information and know-how and, after receiving training by and experience with the Company, become a competitor;

(5) The Company will suffer great loss and irreparable harm if the Executive terminates his employment and enters, directly or indirectly, into competition with the Company;

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(6) The temporal and other restrictions contained in this Section 10 are in all respects reasonable and necessary to protect the business goodwill, trade secrets, prospects and other reasonable business interests of the Company;

(7) The enforcement of this Agreement in general, and of this Section 10 in particular, will not work an undue or unfair hardship on the Executive or otherwise be oppressive to him; it being specifically acknowledged and agreed by the Executive that he has activities and other business interests and opportunities which will provide him adequate means of support if the provisions of this Section 10 are enforced after the Termination Date; and

(8) The enforcement of this Agreement in general, and of this Section 10 in particular, will neither deprive the public of needed goods or services nor otherwise be injurious to the public.

(b) The Executive agrees that if an arbitrator (pursuant to Section 11.12 hereof) or the United States District Court for the Southern District of Texas – Houston Division determines that the length of time or any other restriction, or portion thereof, set forth in this Section 10 is overly restrictive and unenforceable, the arbitrator or the United States District Court for the Southern District of Texas – Houston Division shall reduce or modify such restrictions to those which it deems reasonable and enforceable under the circumstances, and as so reduced or modified, the parties hereto agree that the restrictions of this Section 10 shall remain in full force and effect. The Executive further agrees that if an arbitrator or the United States District Court for the Southern District of Texas –Houston Division determines that any provision of this Section 10 is invalid or against public policy, the remaining provisions of this Section 10 and the remainder of this Agreement shall not be affected thereby, and shall remain in full force and effect.

(c) In the event of any pending, threatened or actual breach of any of the covenants or provisions of Sections 7, 8, 9 or 10 hereof, as determined by the United States District Court for the Southern District of Texas – Houston Division, it is understood and agreed by the Executive that the remedy at law for a breach of any of the covenants or provisions of these Sections may be inadequate and, therefore, the Company shall be entitled to a restraining order or injunctive relief in addition to any other remedies at law and in equity, as determined by the United States District Court for the Southern District of Texas – Houston Division. Should the United States District Court for the Southern District of Texas – Houston Division or an arbitrator (pursuant to Section 11.12 hereof) declare any provision of Sections 7, 8, 9 or 10 hereof to be unenforceable due to an unreasonable restriction of duration or geographical area, or for any other reason, such court or arbitrator is hereby granted the consent of each of the Executive and the Company to reform such provision and/or to grant the Company any relief, at law or in equity, reasonably necessary to protect the reasonable business interests of the Company or any of its Affiliates. The Executive hereby acknowledges and agrees that all of the covenants and other provisions of Sections 7, 8, 9 or 10 hereof are reasonable and necessary for the protection of the Company’s reasonable business interests. The Executive hereby agrees that if the Company prevails in any action, suit or proceeding with respect to any matter arising out of or in connection with Sections 7, 8, 9

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or 10 hereof, the Company shall be entitled to all equitable and legal remedies, including, but not limited to, injunctive relief and compensatory damages, as determined by the United States District Court for the Southern District of Texas – Houston Division.

(d) It is acknowledged, understood and agreed by and between the parties hereto that the covenants made by the Executive in this Section 10 are essential elements of this Agreement and that, but for the agreement of the Executive to comply with such covenants, the Company would not have entered into this Agreement.

11. Miscellaneous.

11.1 Notices. 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, (ii) in the case of deliveries to the Company only, by facsimile transmission, 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: Corporate Secretary

Facsimile: (713) 940-6122

If to the Executive to:

The address on file with the Company on the date hereof.

or to such other names or 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 11.1.

11.2 Waiver of Breach. The waiver by any 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.

11.3 Assignment. This Agreement shall be binding upon and inure to the benefit of the Company, its successors, legal representatives and assigns, and upon the Executive, his heirs, executors, administrators, representatives and assigns; provided, however, the Executive agrees that his rights and obligations hereunder are personal to him and may not be assigned without the express written consent of the Company. Any reference to “Company” herein shall mean the Company as well as any successors thereto.

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11.4 Entire Agreement; No Oral Amendments. This Agreement replaces all previous agreements and discussions relating to the same or similar subject matter between the Executive and the Company (including the Prior Agreement) and constitutes the entire agreement between the Executive and the Company with respect to the subject matter of this Agreement. This Agreement does not amend, and is not intended to affect or replace, the Indemnification Agreement dated June 11, 2004, previously entered into by the Executive and the Company. This Agreement may not be modified in any respect by any verbal statement, representation or agreement made by any executive, officer, or representative of the Company or by any written agreement unless signed by an officer of the Company who is expressly authorized by the Company to execute such document.

11.5 Enforceability. If any provision of this Agreement or application thereof to anyone or under any circumstances shall be determined to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions or applications of this Agreement which can be given effect without the invalid or unenforceable provision or application.

11.6 Choice of Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW.

11.7 Corporate Authority. The Company has all corporate power and authority necessary to enter into this Agreement and to perform its obligations hereunder. This Agreement has been duly authorized, executed and delivered by the Company.

11.8 No Third Party Beneficiaries. This Agreement is not intended, and shall not be construed, deemed or interpreted, to confer on any person not a party hereto any rights or remedies hereunder.

11.9 Withholdings. The Company may withhold and deduct from any benefits and payments made or to be made pursuant to this Agreement (a) all federal, state, local and other taxes as may be required by law and (b) all other employee deductions for Employee Health and Welfare Plans made with respect to all of the Company’s employees generally. Other than as set forth in the preceding sentence, the Company’s obligations to make the payments provided for in, and otherwise to perform its undertakings in, this Agreement shall not be affected by any right of set-off, counterclaim, recoupment, defense or other action, claim or right the Company may have against the Executive or others.

11.10 Alienation. The right to receive payments under this Agreement shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge or encumbrance by the Executive, his dependents or beneficiaries, or to any other person who is or may become entitled to receive such payments hereunder. The right to receive payments hereunder shall not be subject to or liable for the debts, contracts, liabilities, engagements or torts of any person who is or may become entitled to receive such payments, nor may the same be subject to attachment or seizure by any creditor of such person under any circumstances, and any such attempted attachment or seizure shall be void and of no force and effect.

11.11 Title and Headings; Construction. Titles and headings to Sections hereof are for the purpose of reference only and shall in no way limit, define or otherwise affect the provisions hereof. 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.

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11.12 Arbitration.

(a) If any dispute or controversy arises between the Executive and the Company relating to (1) this Agreement in any way or arising out of the parties’ respective rights or obligations under this Agreement, or (2) the employment of the Executive or the termination of his employment with the Company, then such dispute or controversy shall be submitted to arbitration under the then-current Commercial Arbitration Rules of the American Arbitration Association (the “AAA”); provided, however, the Company shall retain its rights to seek from the United States District Court for the Southern District of Texas – Houston Division a restraining order or injunctive relief pursuant to Section 10.2 hereof. Any arbitration hereunder shall be conducted before a panel of three arbitrators unless the parties mutually agree that the arbitration shall be conducted before a single arbitrator. The arbitrators shall be selected (from lists provided by the AAA) through mutual agreement of the parties, if possible. If the parties fail to reach agreement upon appointment of arbitrators within ten (10) calendar days following receipt by one party of the other party’s notice of desire to arbitrate, then within five (5) calendar days following the end of such 10-day period, each party shall select one arbitrator who, in turn, shall within five (5) calendar days jointly select the third arbitrator to comprise the arbitration panel hereunder. The site for any arbitration hereunder shall be in Houston, Texas, unless otherwise mutually agreed by the parties, and the parties hereby waive any objection that the forum is inconvenient.

(b) The party submitting any matter to arbitration shall do so in accordance with the AAA Commercial Arbitration Rules. Notice to the other party shall state the question or questions to be submitted for decision or award by arbitration. In order to prevent irreparable harm, the arbitrator may grant temporary or permanent injunctive or other equitable relief for the protection of property rights.

(c) The arbitrator shall set the date, time and place for each hearing, and shall give the parties advance written notice in accordance with the AAA Commercial Arbitration Rules. Any party may be represented by counsel or other authorized representative at any hearing. The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. Sections 1 et. seq. (or its successor). The arbitrator shall apply the substantive law and the law of remedies, if applicable, of the State of Texas to the claims asserted to the extent that the arbitrator determines that federal law is not controlling.

(d) (1) Any award of an arbitrator shall be final and binding upon the parties to such arbitration, and each party shall immediately make such changes in its conduct or provide such monetary payment or other relief as such award requires. The parties agree that the award of the arbitrator shall be final and binding and shall be subject only to the judicial review permitted by the Federal Arbitration Act.

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(2) The parties hereto agree that the arbitration award may be entered with any court having jurisdiction and the award may then be enforced as between the parties, without further evidentiary proceedings, the same as if entered by the court at the conclusion of a judicial proceeding in which no appeal was taken. The Company and the Executive hereby agree that a judgment upon any award rendered by an arbitrator may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(e) All compensation, fees, costs and expenses of the arbitrators and the arbitration shall be paid by the Company. To the extent Section 409A of the Code applies to the Company’s payment of such amounts as nonqualified deferred compensation, the amount shall only be paid or reimbursed to the Executive if incurred within 15 years from the Executive’s separation from service, such amounts shall be paid within 30 days after the Executive provides reasonable documentation of such expenses but in no event later than the end of the calendar year following the calendar year in which such expenses were incurred, any amount paid in one calendar year shall not reduce the amount payable in a subsequent year and any amount paid shall not be used to reduce any other amount payable to the Executive.

11.13 Survival of Certain Provisions. Wherever appropriate to the intention of the parties hereto, the respective rights and obligations of the parties shall survive any termination of this Agreement.

11.14 Tax Matters. The parties intend for this Agreement to be exempt from and/or comply with the requirements of Section 409A of the Code so that no excise tax under Section 409A of the Code shall apply to any amounts payable hereunder, and shall interpret and/or implement the terms and conditions of this Agreement to effectuate such intent; provided, however, that neither the Company nor any of its Affiliates nor any officer, director, employee or agent of any of the foregoing hereby represent or warrant to the Executive the tax consequences to the Executive of this amendment and restatement of the Prior Agreement or of any payments or benefits provided to the Executive hereunder (including with respect to any excise taxes applicable under Section 409A of the Code). In this regard, the amounts payable to the Executive under this Agreement are intended to be exempt from or, if subject to, comply with the requirements of Section 409A of the Code, and the provisions of this Agreement shall be construed and interpreted in accordance with such intent. To the extent required under Section 409A of the Code, the termination of the Executive’s employment hereunder shall mean a “separation of service” within the meaning and for purposes of Section 409A of the Code. Notwithstanding anything herein to the contrary, if the Executive is a “specified employee” within the meaning of Section 409A of the Code on the date of his separation from service, any payments or benefits hereunder that are subject to Section 409A of the Code and not otherwise excluded from Section 409A of the Code, payable on account of the Executive’s separation from service, including, but not limited to, any payments under Section 11.12(e) hereof, as determined by tax counsel agreed to by the Company and the Executive, will not be paid until the later of the first business day that is at least six months after the Executive’s separation from service or the date otherwise required under this Agreement (the “Waiting Period”). Any payments that would have been made to the Executive during the Waiting Period but for this provision shall instead be paid to the Executive in the form of a lump sum payment on the date payments commence pursuant to the preceding sentence.

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11.15 Counterparts. Any number of counterparts of this Agreement may be executed and each such counterpart shall be deemed to be an original instrument, but all such counterparts together shall constitute but one instrument. This Agreement may be executed by portable document format (pdf) or facsimile signature which signature shall be binding upon the parties.

[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 first written above.

OMEGA PROTEIN CORPORATION
By:	/s/ John D. Held
	John D. Held
	Executive Vice President and General Counsel

“EXECUTIVE”
By:	/s/ Joseph L. von Rosenberg III
	Joseph L. von Rosenberg III

[Signature page – Amended and Restated Employment Agreement]

EX-10.2

EXHIBIT 10.2

EMPLOYMENT AGREEMENT

This Employment Agreement dated and effective as of January 1, 2012 (this “Agreement”) is entered into by and between Omega Protein Corporation, a Nevada corporation with headquarters in Houston, Texas (the “Company” or “Omega”), and Bret D. Scholtes (the “Employee”).

WHEREAS, the Company desires to employ the Employee on the terms and conditions set forth herein; and

WHEREAS, the Employee desires to be employed by the Company on such terms and conditions.

NOW, THEREFORE, in consideration of the foregoing and the mutual provisions contained herein, and for other good and valuable consideration, the parties hereto agree with each other as follows:

1. Employment. On the terms and subject to the conditions set forth herein, the Company hereby employs the Employee and the Employee hereby accepts employment with the Company. The Employee will perform the duties, functions and services as assigned to him from time to time by the Board of Directors of the Company or the Chairman of the Board. The Employee’s employment with the Company is employment “at will.” This Agreement does not, and the Employee hereby acknowledges that it does not, change or in any manner modify the Employee’s employment status as employment “at will” with the Company.

2. Compensation and Other Employee Benefits. As compensation for the Employee’s services hereunder, the Company will:

(a) pay to the Employee an annual base salary (the “Base Salary”), subject to such withholdings or other deductions as may be required by applicable laws or regulations, of Four Hundred and Fifty Thousand ($450,000) in accordance with the then current payroll policies of the Company; and

(b) afford the Employee the right to be eligible to participate in Company employee benefit plans available to all employees generally or, if applicable, to all officers generally, in a manner consistent with the participation of such other employees or, if applicable, officers, in accordance with the terms of such plans; provided, however, that the Company shall not be obligated to institute, maintain, or refrain from changing, amending, or discontinuing, any such employee benefit plans; and

(c) subject to the requirements of the business expense reimbursement policies and procedures of the Company as in effect from time to time, including without limitation, the requirement of written documentation of expenses, and subject to Section 19 of this Agreement, reimburse the Employee for the reasonable out-of-pocket expenses he incurs in the course of performing his duties hereunder; and

(d) provide the Employee with paid vacation in accordance with then current Company policy, and any unused vacation shall be subject to the terms of the Company’s then-current vacation policy, or if applicable, any vacation amount set forth in a written letter agreement between the Employee and the Company.

3. Termination of Employment.

(a) For Due Cause. If the Company has Due Cause (as defined below) to terminate the Employee’s employment, the Company will be entitled to terminate the Employee’s employment at any time by delivering written notice of that termination to the Employee, in which event (i) that termination will be effective immediately on the delivery of that notice, (ii) the Company will pay to the Employee his Base Salary accrued and unpaid to the date of that termination, and (iii) all the rights and benefits the Employee may have under any Company employee benefit plans or stock option awards, stock grant awards or other equity based incentive awards (“Equity Awards”) will be determined in accordance with the terms and conditions of those plans or Equity Awards.

“Due Cause” means (i) the material failure by the Employee to fulfill the Employee’s duties or the Employee’s misconduct or gross neglect in the performance of such duties, (ii) the Employee’s material breach of, or otherwise material failure to comply with, the Company’s policies and procedures, (iii) the Employee’s commission of fraud, misappropriation, embezzlement or an act of moral turpitude, or (iv) the Employee’s commission of any felony for which the Employee is convicted. For the purposes of this paragraph, the term “Company” includes subsidiaries of the Company.

(b) Death or Disability. If the Employee dies or suffers a Disability (as defined below) (i) the Employee’s employment will terminate on the date of his death or Disability, (ii) the Company will pay to the Employee or his estate the Employee’s Base Salary accrued and unpaid to the date on which he died or became disabled, and (iii) all the rights and benefits the Employee (or his estate) may have under any Company employee benefit plans or Equity Awards will be determined in accordance with the terms and conditions of those plans or Equity Awards.

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“Disability” means the Employee is entitled to receive long-term disability benefits under the Company’s long-term disability plan, or if there is no such plan, the Employee’s inability, due to physical or mental incapacity, to substantially perform his duties and responsibilities under this Agreement for ninety (90) consecutive days out of any three hundred sixty-five (365) day period.

(c) Termination by the Employee. The Employee may terminate his Employment with the Company at any time for any reason by providing at least fourteen (14) days’ prior written notice to the Company, in which event (i) the Company will pay to the Employee his Base Salary accrued and unpaid to the date the employment terminates, and (ii) all the rights and benefits the Employee may have under any Company employee benefit plans or Equity Awards will be determined in accordance with the terms and conditions of those plans or Equity Awards.

(d) Involuntary Termination by Company. The Company will be entitled to terminate the Employee’s employment at any time for any reason. If the Company terminates the Employee’s employment for any reason other than Due Cause, death or Disability (i) the Company will pay to the Employee (A) his Base Salary accrued and unpaid to the date of termination and (B) subject to Section 3(f) of this Agreement, as severance, an amount equal to one (1) times his then current Base Salary to be paid in a cash lump sum payment within five (5) days after the date that the Employee has executed the Release described in Section 3(f) and such Release has become effective (but in any event no later than 2  ¹/2 months after the end of the calendar year in which such termination occurs), and (ii) all the rights and benefits the Employee may have under any Company employee benefit plans or Equity Awards will be determined in accordance with the terms and conditions of those plans or Equity Awards.

(e) Involuntary Termination by Company following a Change of Control. Notwithstanding any other provision contained herein, and in lieu of any payment under Section 3(d), if the Company or its successor terminates the Employee’s employment for any reason other than Due Cause, death or Disability, within twelve (12) months following a Change of Control (as defined below) (i) the Company will pay to the Employee (A) his Base Salary accrued and unpaid to the date of termination and (B) subject to Section 3(f) of this Agreement, as severance, an amount equal to two (2) times his then current Base Salary to be paid in a cash lump sum payment within five (5) days after the Employee has executed the Release described in Section 3(f) and such Release has become effective (but in any event no later than 2  ¹/2 months after the end of the calendar year in which such termination occurs), and (ii) all the rights and benefits the Employee may have under any Company employee benefit plans or Equity Awards will be determined in accordance with the terms and conditions of those plans or Equity Awards.

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“Change of Control” means that point in time which:

(a) a person, entity or group (as such terms are defined in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934), directly or indirectly acquires beneficial ownership (as defined in Section 13(d) of the Securities Exchange Act) of thirty percent (30%) or more of the then outstanding shares of common stock of the Company as a result of such acquisition (provided, however, that such Change of Control does not occur solely as a result of a reduction in the number of shares of Company common stock outstanding due to a repurchase of Company common stock by the Company or its subsidiaries), or

(b) during a twenty-four (24) consecutive month period a majority of the members of the Board of Directors of the Company is replaced by Directors not endorsed by the persons who were members of the Board before the new Directors’ appointment.

(f) The Company’s obligation to make any payments under Section 3(d) or Section 3(e) of this Agreement is conditioned on Employee’s execution and delivery of the Company’s then standard form Release of Claims Agreement in favor of the Company and its subsidiaries and affiliates and any of the employees, officers, directors and agents of the foregoing and such Release becoming effective within seven (7) days following the date of termination or such other shorter time as expressly provided in the Release. To the extent any amount payable under Section 3(d) or (e) of this Agreement is subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), if the period during which the Employee has discretion to execute or revoke the general release of claims straddles two taxable years of the Employee, then the Company shall make the severance payments starting in the second of such taxable years, regardless of which taxable year the Employee actually delivers the executed general release of claims to the Company. The Employee may not, directly or indirectly, designate the calendar year of payment.

(g) Resignation of All Other Positions. Upon termination of the Employee’s employment hereunder for any reason, the Employee shall be deemed to have resigned from all positions that the Employee holds as an officer, manager or member of the board of directors (or a committee thereof) of the Company and its subsidiaries and affiliates.

(h) Termination of Employment. Upon the termination of the Employee’s employment with the Company, its subsidiaries and affiliates, the Company shall have no obligation to pay any other amount except as expressly provided herein.

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4. Intellectual Property. The Employee agrees to and hereby assigns to the Company all of the Employee’s rights to ideas, concepts, processes, inventions, improvements and developments, patentable or unpatentable, including the right to invoke the benefit of the right of priority provided by any International Convention for the Company to invoke and claim such right or priority (collectively, “Intellectual Property”), without further written or oral authorization, which, during the period of the Employee’s employment by the Company (including prior to the date of this Agreement), the Employee has made or conceived or hereafter may make or conceive, whether solely or jointly with others: (a) with the use of the Company’s time, materials, or facilities; (b) resulting from or suggested by the Employee’s work for the Company; or (c) in any way appertaining to any subject matter which shall be within the existing or contemplated business of the Company. All such Intellectual Property shall automatically be deemed to become the property of the Company immediately as soon as made or conceived. The Employee’s obligation to assign the rights to such Intellectual Property shall survive the discontinuance or termination of the Employee’s employment for any reason.

The Employee agrees to promptly disclose to the Company any Intellectual Property that the Employee develops or conceives. The Employee agrees to make and maintain adequate written records of any Intellectual Property in the form of notes, sketches, drawings or reports. These records shall be and remain the property to the Company at all times.

At any time requested by the Company, either during employment or after, and without charge to the Company, but at its expense, the Employee agrees to execute, acknowledge and deliver all such further papers, including applications for patents, and to perform such other lawful acts as, in the opinion of the Company, may be necessary to obtain or maintain patents for such Intellectual Property in any and all countries and to vest title thereto in the Company.

Upon termination of employment with the Company, the Employee agrees to return to the Company all property of the Company of which the Employee has had custody and to deliver to the Company all notebooks and other data relating to research or experiments conducted by the Employee or any Intellectual Property made by the Employee and to make full disclosure relating to such research, experiments or Intellectual Property relating to the products, processes or methods of manufacture of the Company or otherwise covered by this Agreement.

5. Confidentiality. The Employee realizes that in the course of his employment, the Company has already revealed and will necessarily continue to reveal to the Employee, or that the Employee has already developed and may develop, proprietary, secret or confidential information in connection with the Company’s business. The Employee hereby agrees:

a. To keep in strictest confidence during and subsequent to the Employee’s employment all information identified as secret or confidential or which, from the circumstances, in good faith and conscience should be treated as confidential, relating to the products, machines, methods, or manufacture, composition, inventions, discoveries or trade secrets or secret processes, price lists, sales plans, marketing strategies, logical flow diagrams, including computer programs, customer lists, business plans, internal memoranda, manuals, business forms or any other information of the business or affairs of the Company (collectively, “Confidential Information”) which the Employee may acquire or develop in connection with or as a result of his employment.

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b. Except as instructed by the Company during his employment, the Employee will not use any Confidential Information and without the prior written consent of the Company, the Employee will not directly or indirectly publish, communicate, divulge or describe to any unauthorized person or patent any such information during the period of his employment with the Company or at any time subsequent thereto.

c. This covenant shall not apply to information already in the public domain other than as a result of any violation, directly or indirectly, of this Agreement by the Employee, or information which has been released to the public by the Company.

6. Covenant Not to Compete. The Employee agrees and acknowledges that due to the Confidential Information, and personal contacts with the customers, prospective customers, and employees of the Company, which the Employee has already acquired and will continue to acquire during the course of his employment by the Company, that the Company would be irreparably damaged should the Employee in any way enter into competition with the Company. Therefore, the Employee agrees that at all times during his employment by the Company and for a period of three (3) years following the termination of employment for any reason that neither the Employee nor any Affiliate (as defined below) will, without the prior written consent of the Company:

a. Either directly or indirectly, (i) become financially interested in a Competing Enterprise (as defined below) (other than as a holder of less than five percent (5%) of the outstanding voting securities of any entity whose voting securities are listed on a national securities exchange), or (ii) engage in or be employed by any Competing Enterprise as a consultant, officer, director, or executive or employee, or any other capacity; or

b. Either directly or indirectly, contact, communicate or solicit any distributor or customer of the Company for the purpose of causing them to terminate or alter or amend their business relationship with the Company to the Company’s detriment; or

c. Either directly or indirectly, on the Employee’s own behalf or in the service or on behalf of others (whether a Competing Enterprise or not), knowingly solicit, divert, or hire away, or attempt to solicit, divert, or hire away, any person employed by the Company or any of its subsidiaries, whether or not such employee is a full-time or a temporary employee of the Company or any of its subsidiaries and whether or not such employment is pursuant to written agreement and whether or not such employment is at will.

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The parties agree and acknowledge that the restrictions contained in this section are reasonable, and necessary to protect the Company’s legitimate interests in its customers, accounts and other secret and confidential information.

Each party agrees that if a court of law determines that this covenant is unreasonable as to time, geographic area, or scope of activity, that the Company and the Employee shall be deemed to have consented to, and are deemed to have requested, reformation of this covenant by such court to the extent necessary to make such covenant reasonable.

For the purposes of this Section 6:

“Affiliate” means any person or entity directly or indirectly controlled by the Employee. As used herein, the word “control” means the power to direct the management and affairs of a person.

“Competing Enterprise” means any individual, business, firm, company, partnership, joint venture, organization, or other entity that is primarily engaged in the business of producing or selling fish meal, fish oil, or fish solubles.

7. Equitable Remedies. The Employee agrees that it would be impossible or inadequate to measure and calculate the Company’s damages from any breach of the covenants set forth in this Agreement. Accordingly, the Employee agrees that if he breaches this Agreement, the Company will have available, in addition to any other right or remedy available, the right to obtain an injunction from a court of competent jurisdiction restraining such breach or threatened breach and to seek specific performance of any such provision of the Agreement. The Employee further agrees that no bond or other security shall be required in obtaining such equitable relief and the Employee hereby consents to the issuance of such injunction and to the ordering of specific performance.

8. Notices. All notices, requests, demands and other communications given under or by reason of this Agreement must be in writing and will be deemed given when delivered in person or when mailed, by certified mail (return receipt requested), postage prepaid, addressed as follows or to such other address as a party may specify by notice pursuant to this provision:

If to the Company:	Omega Protein Corporation 2105 City West Blvd, Suite 500 Houston, Texas 77042 Attn: General Counsel
If to the Employee:	To the last address on file with the Company

9. Governing Law; Venue This Agreement will be governed by and construed in accordance with the substantive laws (other than the rules governing conflicts of laws) of the State of Texas. Both parties expressly consent to the personal jurisdiction of the state and federal courts located in Texas for any lawsuit filed there arising from or relating to this Agreement. Both parties expressly agree that any lawsuit pertaining to any dispute or controversy arising out of or relating to any interpretation, construction, performance or breach of this Agreement shall be filed in Harris County, Texas.

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10. Term. The term of this Agreement shall continue in effect until an event specified in Section 3 shall have occurred, at which point the provisions of that section will control and after the completion of the requirements of such provisions and Sections 4, 5 and 6 of this Agreement, this Agreement will terminate.

11. Entire Agreement and Amendments. This Agreement contains the entire agreement of the Employee and the Company relating to the matters contained herein and supersedes all prior agreements and understandings, oral or written, between the Employee and the Company with respect to the subject matter hereof. This Agreement may not be amended or modified except by an agreement in writing signed by both parties.

12. Headings. The headings of sections and subsections hereof are included solely for convenience of reference and will not control the meaning or interpretation of any of the provisions hereof.

13. Tax Withholding. Notwithstanding any other provision hereof, the Company may withhold from amounts payable hereunder all federal, state, local and foreign taxes that are required to be withheld by applicable laws or regulations.

14. Separability. If any provision of this Agreement is rendered or declared illegal, invalid or unenforceable by reason of any existing or subsequently enacted legislation or by the final judgment of any court of competent jurisdiction, the Employee and the Company will promptly meet and negotiate substitute provisions for those rendered or declared illegal or unenforceable to preserve the original intent of this Agreement to the extent legally possible, but all other provisions of this Agreement shall remain in full force and effect.

15. Assignments. The Company may assign this Agreement to any person or entity succeeding to all or substantially all the business interests of the Company by merger or otherwise without the consent of the Employee. The rights and obligations of the Employee under this Agreement are personal to him, and none of those rights, benefits or obligations will be subject to voluntary or involuntary alienation, assignment or transfer.

16. Effect of Agreement. Subject to the provisions of Section 15 with respect to assignments, this Agreement will be binding on the Employee and his heirs, executors, administrators, legal representatives and assigns and on the Company and its successors and assigns.

17. Execution. This Agreement may be executed in multiple counterparts, each of which will be deemed an original and all of which will constitute one and the same agreement.

18. Waiver of Breach. The waiver by either party to this Agreement of a breach of any provision of the Agreement by the other party will not operate or be construed as a waiver by the waiving party of any subsequent breach by the other party.

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19. Code Section 409A.

(a) This Agreement is intended to comply with Section 409A of the Code to the extent any payment hereunder constitutes nonqualified deferred compensation under Section 409A of the Code.

(b) The Company shall undertake to administer, interpret, and construe this Agreement in a manner that does not result in the imposition on the Employee of any additional tax, penalty, or interest under Section 409A of the Code and to comply with Code Section 409A to the extent it is applicable and any term (whether or not defined herein) shall have the meaning required of such term in Code Section 409A to the extent it is applicable.

(c) If the Company determines in good faith that any provision of this Agreement would cause the Employee to incur an additional tax, penalty, or interest under Section 409A of the Code, the Board of Directors of the Company (or its delegate) in its sole discretion may reform such provision, if possible, to maintain to the maximum extent practicable the original intent of the applicable provision without violating the provisions of Section 409A of the Code or causing the imposition of such additional tax, penalty, or interest under Section 409A of the Code.

(d) The preceding provisions, however, shall not be construed as a guarantee by or responsibility of the Company, or any of its subsidiaries or affiliates, or any of the directors, officers, employees or agents of any of the foregoing of any particular tax effect or consequences to the Employee under this Agreement. The Company shall not be liable to the Employee for any payment made under this Agreement that is determined to result in an additional tax, penalty, or interest under Section 409A of the Code, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A of the Code.

(e) With respect to any reimbursement of expenses of the Employee, as specified under this Agreement, such reimbursement of expenses shall be subject to the following conditions: (1) the expenses eligible for reimbursement in one taxable year shall not affect the expenses eligible for reimbursement in any other taxable year; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement shall not be subject to liquidation or exchange for another benefit.

(f) “Termination of employment,” “resignation,” or words of similar import, as used in this Agreement means, for purposes of any payments under this Agreement that are payments of nonqualified deferred compensation subject to Section 409A of the Code, the Employee’s “separation from service” as defined in Section 409A of the Code.

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(g) If the Employee is a “specified employee” as such term is defined under Section 409A of the Code on the date of the Employee’s termination of employment and if the benefit to be provided under Section 3(d) or (e) of this Agreement or otherwise under this Agreement is subject to Section 409A of the Code and is payable on account of a termination of employment, payment in respect of such benefit shall not commence until the first business day that is six months after the Employee’s termination date and shall otherwise be paid as provided in this Agreement.

(h) For the purposes of Code Section 409A, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments but only to the extent such treatment is permitted under Code Section 409A.

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IN WITNESS WHEREOF, the Employee and the Company have executed this Agreement effective as of the date first written above.

OMEGA PROTEIN CORPORATION
By:	/s/ John D. Held
Name: John D. Held Title: Executive Vice President

EMPLOYEE
	/s/ Bret D. Scholtes
Bret D. Scholtes

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EX-10.3

EXHIBIT 10.3

EMPLOYMENT AGREEMENT

This Employment Agreement dated and effective as of January 1, 2012 (this “Agreement”) is entered into by and between Omega Protein Corporation, a Nevada corporation with headquarters in Houston, Texas (the “Company” or “Omega”), and Andrew C. Johannesen (the “Employee”).

WHEREAS, the Company desires to employ the Employee on the terms and conditions set forth herein; and

WHEREAS, the Employee desires to be employed by the Company on such terms and conditions.

NOW, THEREFORE, in consideration of the foregoing and the mutual provisions contained herein, and for other good and valuable consideration, the parties hereto agree with each other as follows:

1. Employment. On the terms and subject to the conditions set forth herein, the Company hereby employs the Employee and the Employee hereby accepts employment with the Company. The Employee will perform the duties, functions and services as assigned to him from time to time by the Chief Executive Officer of the Company or his designee. The Employee’s employment with the Company is employment “at will.” This Agreement does not, and the Employee hereby acknowledges that it does not, change or in any manner modify the Employee’s employment status as employment “at will” with the Company.

2. Compensation and Other Employee Benefits. As compensation for the Employee’s services hereunder, the Company will:

(a) pay to the Employee an annual base salary (the “Base Salary”), subject to such withholdings or other deductions as may be required by applicable laws or regulations, of three hundred and twenty five thousand dollars ($325,000) in accordance with the then current payroll policies of the Company; and

(b) afford the Employee the right to be eligible to participate in Company employee benefit plans available to all employees generally or, if applicable, to all officers generally, in a manner consistent with the participation of such other employees or, if applicable, officers, in accordance with the terms of such plans; provided, however, that the Company shall not be obligated to institute, maintain, or refrain from changing, amending, or discontinuing, any such employee benefit plans; and

(c) subject to the requirements of the business expense reimbursement policies and procedures of the Company as in effect from time to time, including without limitation, the requirement of written documentation of expenses, and subject to Section 19 of this Agreement, reimburse the Employee for the reasonable out-of-pocket expenses he incurs in the course of performing his duties hereunder; and

(d) provide the Employee with paid vacation in accordance with then current Company policy, and any unused vacation shall be subject to the terms of the Company’s then-current vacation policy, or if applicable, any vacation amount set forth in a written letter agreement between the Employee and the Company.

3. Termination of Employment.

(a) For Due Cause. If the Company has Due Cause (as defined below) to terminate the Employee’s employment, the Company will be entitled to terminate the Employee’s employment at any time by delivering written notice of that termination to the Employee, in which event (i) that termination will be effective immediately on the delivery of that notice, (ii) the Company will pay to the Employee his Base Salary accrued and unpaid to the date of that termination, and (iii) all the rights and benefits the Employee may have under any Company employee benefit plans or stock option awards, stock grant awards or other equity based incentive awards (“Equity Awards”) will be determined in accordance with the terms and conditions of those plans or Equity Awards.

“Due Cause” means (i) the material failure by the Employee to fulfill the Employee’s duties or the Employee’s misconduct or gross neglect in the performance of such duties, (ii) the Employee’s material breach of, or otherwise material failure to comply with, the Company’s policies and procedures, (iii) the Employee’s commission of fraud, misappropriation, embezzlement or an act of moral turpitude, or (iv) the Employee’s commission of any felony for which the Employee is convicted. For the purposes of this paragraph, the term “Company” includes subsidiaries of the Company.

(b) Death or Disability. If the Employee dies or suffers a Disability (as defined below) (i) the Employee’s employment will terminate on the date of his death or Disability, (ii) the Company will pay to the Employee or his estate the Employee’s Base Salary accrued and unpaid to the date on which he died or became disabled, and (iii) all the rights and benefits the Employee (or his estate) may have under any Company employee benefit plans or Equity Awards will be determined in accordance with the terms and conditions of those plans or Equity Awards.

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“Disability” means the Employee is entitled to receive long-term disability benefits under the Company’s long-term disability plan, or if there is no such plan, the Employee’s inability, due to physical or mental incapacity, to substantially perform his duties and responsibilities under this Agreement for ninety (90) consecutive days out of any three hundred sixty-five (365) day period.

(c) Termination by the Employee. The Employee may terminate his Employment with the Company at any time for any reason by providing at least fourteen (14) days’ prior written notice to the Company, in which event (i) the Company will pay to the Employee his Base Salary accrued and unpaid to the date the employment terminates, and (ii) all the rights and benefits the Employee may have under any Company employee benefit plans or Equity Awards will be determined in accordance with the terms and conditions of those plans or Equity Awards.

(d) Involuntary Termination by Company. The Company will be entitled to terminate the Employee’s employment at any time for any reason. If the Company terminates the Employee’s employment for any reason other than Due Cause, death or Disability (i) the Company will pay to the Employee (A) his Base Salary accrued and unpaid to the date of termination and (B) subject to Section 3(f) of this Agreement, as severance, an amount equal to one (1) times his then current Base Salary to be paid in a cash lump sum payment within five (5) days after the date that the Employee has executed the Release described in Section 3(f) and such Release has become effective (but in any event no later than 2  ¹/2 months after the end of the calendar year in which such termination occurs), and (ii) all the rights and benefits the Employee may have under any Company employee benefit plans or Equity Awards will be determined in accordance with the terms and conditions of those plans or Equity Awards.

(e) Involuntary Termination by Company following a Change of Control. Notwithstanding any other provision contained herein, and in lieu of any payment under Section 3(d), if the Company or its successor terminates the Employee’s employment for any reason other than Due Cause, death or Disability, within twelve (12) months following a Change of Control (as defined below) (i) the Company will pay to the Employee (A) his Base Salary accrued and unpaid to the date of termination and (B) subject to Section 3(f) of this Agreement, as severance, an amount equal to one and a half (1.5) times his then current Base Salary to be paid in a cash lump sum payment within five (5) days after the Employee has executed the Release described in Section 3(f) and such Release has become effective (but in any event no later than 2  ¹/2 months after the end of the calendar year in which such termination occurs), and (ii) all the rights and benefits the Employee may have under any Company employee benefit plans or Equity Awards will be determined in accordance with the terms and conditions of those plans or Equity Awards.

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“Change of Control” means that point in time which:

(a) a person, entity or group (as such terms are defined in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934), directly or indirectly acquires beneficial ownership (as defined in Section 13(d) of the Securities Exchange Act) of thirty percent (30%) or more of the then outstanding shares of common stock of the Company as a result of such acquisition (provided, however, that such Change of Control does not occur solely as a result of a reduction in the number of shares of Company common stock outstanding due to a repurchase of Company common stock by the Company or its subsidiaries), or

(b) during a twenty-four (24) consecutive month period a majority of the members of the Board of Directors of the Company is replaced by Directors not endorsed by the persons who were members of the Board before the new Directors’ appointment.

(f) The Company’s obligation to make any payments under Section 3(d) or Section 3(e) of this Agreement is conditioned on Employee’s execution and delivery of the Company’s then standard form Release of Claims Agreement in favor of the Company and its subsidiaries and affiliates and any of the employees, officers, directors and agents of the foregoing and such Release becoming effective within seven (7) days following the date of termination or such other shorter time as expressly provided in the Release. To the extent any amount payable under Section 3(d) or (e) of this Agreement is subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), if the period during which the Employee has discretion to execute or revoke the general release of claims straddles two taxable years of the Employee, then the Company shall make the severance payments starting in the second of such taxable years, regardless of which taxable year the Employee actually delivers the executed general release of claims to the Company. The Employee may not, directly or indirectly, designate the calendar year of payment.

(g) Resignation of All Other Positions. Upon termination of the Employee’s employment hereunder for any reason, the Employee shall be deemed to have resigned from all positions that the Employee holds as an officer, manager or member of the board of directors (or a committee thereof) of the Company and its subsidiaries and affiliates.

(h) Termination of Employment. Upon the termination of the Employee’s employment with the Company, its subsidiaries and affiliates, the Company shall have no obligation to pay any other amount except as expressly provided herein.

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4. Intellectual Property. The Employee agrees to and hereby assigns to the Company all of the Employee’s rights to ideas, concepts, processes, inventions, improvements and developments, patentable or unpatentable, including the right to invoke the benefit of the right of priority provided by any International Convention for the Company to invoke and claim such right or priority (collectively, “Intellectual Property”), without further written or oral authorization, which, during the period of the Employee’s employment by the Company (including prior to the date of this Agreement), the Employee has made or conceived or hereafter may make or conceive, whether solely or jointly with others: (a) with the use of the Company’s time, materials, or facilities; (b) resulting from or suggested by the Employee’s work for the Company; or (c) in any way appertaining to any subject matter which shall be within the existing or contemplated business of the Company. All such Intellectual Property shall automatically be deemed to become the property of the Company immediately as soon as made or conceived. The Employee’s obligation to assign the rights to such Intellectual Property shall survive the discontinuance or termination of the Employee’s employment for any reason.

The Employee agrees to promptly disclose to the Company any Intellectual Property that the Employee develops or conceives. The Employee agrees to make and maintain adequate written records of any Intellectual Property in the form of notes, sketches, drawings or reports. These records shall be and remain the property to the Company at all times.

At any time requested by the Company, either during employment or after, and without charge to the Company, but at its expense, the Employee agrees to execute, acknowledge and deliver all such further papers, including applications for patents, and to perform such other lawful acts as, in the opinion of the Company, may be necessary to obtain or maintain patents for such Intellectual Property in any and all countries and to vest title thereto in the Company.

Upon termination of employment with the Company, the Employee agrees to return to the Company all property of the Company of which the Employee has had custody and to deliver to the Company all notebooks and other data relating to research or experiments conducted by the Employee or any Intellectual Property made by the Employee and to make full disclosure relating to such research, experiments or Intellectual Property relating to the products, processes or methods of manufacture of the Company or otherwise covered by this Agreement.

5. Confidentiality. The Employee realizes that in the course of his employment, the Company has already revealed and will necessarily continue to reveal to the Employee, or that the Employee has already developed and may develop, proprietary, secret or confidential information in connection with the Company’s business. The Employee hereby agrees:

a. To keep in strictest confidence during and subsequent to the Employee’s employment all information identified as secret or confidential or which, from the circumstances, in good faith and conscience should be treated as confidential, relating to the products, machines, methods, or manufacture, composition, inventions, discoveries or trade secrets or secret processes, price lists, sales plans, marketing strategies, logical flow diagrams, including computer programs, customer lists, business plans, internal memoranda,

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manuals, business forms or any other information of the business or affairs of the Company (collectively, “Confidential Information”) which the Employee may acquire or develop in connection with or as a result of his employment.

b. Except as instructed by the Company during his employment, the Employee will not use any Confidential Information and without the prior written consent of the Company, the Employee will not directly or indirectly publish, communicate, divulge or describe to any unauthorized person or patent any such information during the period of his employment with the Company or at any time subsequent thereto.

c. This covenant shall not apply to information already in the public domain other than as a result of any violation, directly or indirectly, of this Agreement by the Employee, or information which has been released to the public by the Company.

6. Covenant Not to Compete. The Employee agrees and acknowledges that due to the Confidential Information, and personal contacts with the customers, prospective customers, and employees of the Company, which the Employee has already acquired and will continue to acquire during the course of his employment by the Company, that the Company would be irreparably damaged should the Employee in any way enter into competition with the Company. Therefore, the Employee agrees that at all times during his employment by the Company and for a period of three (3) years following the termination of employment for any reason that neither the Employee nor any Affiliate (as defined below) will, without the prior written consent of the Company:

a. Either directly or indirectly, (i) become financially interested in a Competing Enterprise (as defined below) (other than as a holder of less than five percent (5%) of the outstanding voting securities of any entity whose voting securities are listed on a national securities exchange), or (ii) engage in or be employed by any Competing Enterprise as a consultant, officer, director, or executive or employee, or any other capacity; or

b. Either directly or indirectly, contact, communicate or solicit any distributor or customer of the Company for the purpose of causing them to terminate or alter or amend their business relationship with the Company to the Company’s detriment; or

c. Either directly or indirectly, on the Employee’s own behalf or in the service or on behalf of others (whether a Competing Enterprise or not), knowingly solicit, divert, or hire away, or attempt to solicit, divert, or hire away, any person employed by the Company or any of its subsidiaries, whether or not such employee is a full-time or a temporary employee of the Company or any of its subsidiaries and whether or not such employment is pursuant to written agreement and whether or not such employment is at will.

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The parties agree and acknowledge that the restrictions contained in this section are reasonable, and necessary to protect the Company’s legitimate interests in its customers, accounts and other secret and confidential information.

Each party agrees that if a court of law determines that this covenant is unreasonable as to time, geographic area, or scope of activity, that the Company and the Employee shall be deemed to have consented to, and are deemed to have requested, reformation of this covenant by such court to the extent necessary to make such covenant reasonable.

For the purposes of this Section 6:

“Affiliate” means any person or entity directly or indirectly controlled by the Employee. As used herein, the word “control” means the power to direct the management and affairs of a person.

“Competing Enterprise” means any individual, business, firm, company, partnership, joint venture, organization, or other entity that is primarily engaged in the business of producing or selling fish meal, fish oil, or fish solubles.

7. Equitable Remedies. The Employee agrees that it would be impossible or inadequate to measure and calculate the Company’s damages from any breach of the covenants set forth in this Agreement. Accordingly, the Employee agrees that if he breaches this Agreement, the Company will have available, in addition to any other right or remedy available, the right to obtain an injunction from a court of competent jurisdiction restraining such breach or threatened breach and to seek specific performance of any such provision of the Agreement. The Employee further agrees that no bond or other security shall be required in obtaining such equitable relief and the Employee hereby consents to the issuance of such injunction and to the ordering of specific performance.

8. Notices. All notices, requests, demands and other communications given under or by reason of this Agreement must be in writing and will be deemed given when delivered in person or when mailed, by certified mail (return receipt requested), postage prepaid, addressed as follows or to such other address as a party may specify by notice pursuant to this provision:

If to the Company:	Omega Protein Corporation 2105 City West Blvd, Suite 500 Houston, Texas 77042 Attn: General Counsel
If to the Employee:	To the last address on file with the Company

9. Governing Law; Venue This Agreement will be governed by and construed in accordance with the substantive laws (other than the rules governing conflicts of laws) of the State of Texas. Both parties expressly consent to the personal jurisdiction of the state and federal courts located in Texas for any lawsuit filed there arising from or relating to this Agreement. Both parties expressly agree that any lawsuit pertaining to any dispute or controversy arising out of or relating to any interpretation, construction, performance or breach of this Agreement shall be filed in Harris County, Texas.

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10. Term. The term of this Agreement shall continue in effect until an event specified in Section 3 shall have occurred, at which point the provisions of that section will control and after the completion of the requirements of such provisions and Sections 4, 5 and 6 of this Agreement, this Agreement will terminate.

11. Entire Agreement and Amendments. This Agreement contains the entire agreement of the Employee and the Company relating to the matters contained herein and supersedes all prior agreements and understandings, oral or written, between the Employee and the Company with respect to the subject matter hereof. This Agreement may not be amended or modified except by an agreement in writing signed by both parties.

12. Headings. The headings of sections and subsections hereof are included solely for convenience of reference and will not control the meaning or interpretation of any of the provisions hereof.

13. Tax Withholding. Notwithstanding any other provision hereof, the Company may withhold from amounts payable hereunder all federal, state, local and foreign taxes that are required to be withheld by applicable laws or regulations.

14. Separability. If any provision of this Agreement is rendered or declared illegal, invalid or unenforceable by reason of any existing or subsequently enacted legislation or by the final judgment of any court of competent jurisdiction, the Employee and the Company will promptly meet and negotiate substitute provisions for those rendered or declared illegal or unenforceable to preserve the original intent of this Agreement to the extent legally possible, but all other provisions of this Agreement shall remain in full force and effect.

15. Assignments. The Company may assign this Agreement to any person or entity succeeding to all or substantially all the business interests of the Company by merger or otherwise without the consent of the Employee. The rights and obligations of the Employee under this Agreement are personal to him, and none of those rights, benefits or obligations will be subject to voluntary or involuntary alienation, assignment or transfer.

16. Effect of Agreement. Subject to the provisions of Section 15 with respect to assignments, this Agreement will be binding on the Employee and his heirs, executors, administrators, legal representatives and assigns and on the Company and its successors and assigns.

17. Execution. This Agreement may be executed in multiple counterparts, each of which will be deemed an original and all of which will constitute one and the same agreement.

18. Waiver of Breach. The waiver by either party to this Agreement of a breach of any provision of the Agreement by the other party will not operate or be construed as a waiver by the waiving party of any subsequent breach by the other party.

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19. Code Section 409A.

(a) This Agreement is intended to comply with Section 409A of the Code to the extent any payment hereunder constitutes nonqualified deferred compensation under Section 409A of the Code.

(b) The Company shall undertake to administer, interpret, and construe this Agreement in a manner that does not result in the imposition on the Employee of any additional tax, penalty, or interest under Section 409A of the Code and to comply with Code Section 409A to the extent it is applicable and any term (whether or not defined herein) shall have the meaning required of such term in Code Section 409A to the extent it is applicable.

(c) If the Company determines in good faith that any provision of this Agreement would cause the Employee to incur an additional tax, penalty, or interest under Section 409A of the Code, the Board of Directors of the Company (or its delegate) in its sole discretion may reform such provision, if possible, to maintain to the maximum extent practicable the original intent of the applicable provision without violating the provisions of Section 409A of the Code or causing the imposition of such additional tax, penalty, or interest under Section 409A of the Code.

(d) The preceding provisions, however, shall not be construed as a guarantee by or responsibility of the Company, or any of its subsidiaries or affiliates, or any of the directors, officers, employees or agents of any of the foregoing of any particular tax effect or consequences to the Employee under this Agreement. The Company shall not be liable to the Employee for any payment made under this Agreement that is determined to result in an additional tax, penalty, or interest under Section 409A of the Code, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A of the Code.

(e) With respect to any reimbursement of expenses of the Employee, as specified under this Agreement, such reimbursement of expenses shall be subject to the following conditions: (1) the expenses eligible for reimbursement in one taxable year shall not affect the expenses eligible for reimbursement in any other taxable year; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement shall not be subject to liquidation or exchange for another benefit.

(f) “Termination of employment,” “resignation,” or words of similar import, as used in this Agreement means, for purposes of any payments under this Agreement that are payments of nonqualified deferred compensation subject to Section 409A of the Code, the Employee’s “separation from service” as defined in Section 409A of the Code.

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(g) If the Employee is a “specified employee” as such term is defined under Section 409A of the Code on the date of the Employee’s termination of employment and if the benefit to be provided under Section 3(d) or (e) of this Agreement or otherwise under this Agreement is subject to Section 409A of the Code and is payable on account of a termination of employment, payment in respect of such benefit shall not commence until the first business day that is six months after the Employee’s termination date and shall otherwise be paid as provided in this Agreement.

(h) For the purposes of Code Section 409A, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments but only to the extent such treatment is permitted under Code Section 409A.

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IN WITNESS WHEREOF, the Employee and the Company have executed this Agreement effective as of the date first written above.

OMEGA PROTEIN CORPORATION
By:	/s/ John D. Held
John D. Held
Executive Vice President
EMPLOYEE
/s/ Andrew C. Johannesen
Andrew C. Johannesen

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EX-10.4

EXHIBIT 10.4

EMPLOYMENT AGREEMENT

This Employment Agreement dated and effective as of January 1, 2012 (this “Agreement”) is entered into by and between Omega Protein Corporation, a Nevada corporation with headquarters in Houston, Texas (the “Company” or “Omega”), and Dr. Mark Griffin (the “Employee”).

WHEREAS, the Company desires to employ the Employee on the terms and conditions set forth herein; and

WHEREAS, the Employee desires to be employed by the Company on such terms and conditions.

NOW, THEREFORE, in consideration of the foregoing and the mutual provisions contained herein, and for other good and valuable consideration, the parties hereto agree with each other as follows:

1. Employment. On the terms and subject to the conditions set forth herein, the Company hereby employs the Employee and the Employee hereby accepts employment with the Company. The Employee will perform the duties, functions and services as assigned to him from time to time by the Chief Executive Officer of the Company or his designee. The Employee’s employment with the Company is employment “at will.” This Agreement does not, and the Employee hereby acknowledges that it does not, change or in any manner modify the Employee’s employment status as employment “at will” with the Company.

2. Compensation and Other Employee Benefits. As compensation for the Employee’s services hereunder, the Company will:

(a) pay to the Employee an annual base salary (the “Base Salary”), subject to such withholdings or other deductions as may be required by applicable laws or regulations, of Three Hundred Thousand Dollars ($300,000) in accordance with the then current payroll policies of the Company; and

(b) afford the Employee the right to be eligible to participate in Company employee benefit plans available to all employees generally or, if applicable, to all officers generally, in a manner consistent with the participation of such other employees or, if applicable, officers, in accordance with the terms of such plans; provided, however, that the Company shall not be obligated to institute, maintain, or refrain from changing, amending, or discontinuing, any such employee benefit plans; and

(c) subject to the requirements of the business expense reimbursement policies and procedures of the Company as in effect from time to time, including without limitation, the requirement of written documentation of expenses, and subject to Section 19 of this Agreement, reimburse the Employee for the reasonable out-of-pocket expenses he incurs in the course of performing his duties hereunder; and

(d) provide the Employee with paid vacation in accordance with then current Company policy, and any unused vacation shall be subject to the terms of the Company’s then-current vacation policy, or if applicable, any vacation amount set forth in a written letter agreement between the Employee and the Company.

3. Termination of Employment.

(a) For Due Cause. If the Company has Due Cause (as defined below) to terminate the Employee’s employment, the Company will be entitled to terminate the Employee’s employment at any time by delivering written notice of that termination to the Employee, in which event (i) that termination will be effective immediately on the delivery of that notice, (ii) the Company will pay to the Employee his Base Salary accrued and unpaid to the date of that termination, and (iii) all the rights and benefits the Employee may have under any Company employee benefit plans or stock option awards, stock grant awards or other equity based incentive awards (“Equity Awards”) will be determined in accordance with the terms and conditions of those plans or Equity Awards.

“Due Cause” means (i) the material failure by the Employee to fulfill the Employee’s duties or the Employee’s misconduct or gross neglect in the performance of such duties, (ii) the Employee’s material breach of, or otherwise material failure to comply with, the Company’s policies and procedures, (iii) the Employee’s commission of fraud, misappropriation, embezzlement or an act of moral turpitude, or (iv) the Employee’s commission of any felony for which the Employee is convicted. For the purposes of this paragraph, the term “Company” includes subsidiaries of the Company.

(b) Death or Disability. If the Employee dies or suffers a Disability (as defined below) (i) the Employee’s employment will terminate on the date of his death or Disability, (ii) the Company will pay to the Employee or his estate the Employee’s Base Salary accrued and unpaid to the date on which he died or became disabled, and (iii) all the rights and benefits the Employee (or his estate) may have under any Company employee benefit plans or Equity Awards will be determined in accordance with the terms and conditions of those plans or Equity Awards.

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“Disability” means the Employee is entitled to receive long-term disability benefits under the Company’s long-term disability plan, or if there is no such plan, the Employee’s inability, due to physical or mental incapacity, to substantially perform his duties and responsibilities under this Agreement for ninety (90) consecutive days out of any three hundred sixty-five (365) day period.

(c) Termination by the Employee. The Employee may terminate his Employment with the Company at any time for any reason by providing at least fourteen (14) days’ prior written notice to the Company, in which event (i) the Company will pay to the Employee his Base Salary accrued and unpaid to the date the employment terminates, and (ii) all the rights and benefits the Employee may have under any Company employee benefit plans or Equity Awards will be determined in accordance with the terms and conditions of those plans or Equity Awards.

(d) Involuntary Termination by Company. The Company will be entitled to terminate the Employee’s employment at any time for any reason. If the Company terminates the Employee’s employment for any reason other than Due Cause, death or Disability (i) the Company will pay to the Employee (A) his Base Salary accrued and unpaid to the date of termination and (B) subject to Section 3(f) of this Agreement, as severance, an amount equal to one (1) times his then current Base Salary to be paid in a cash lump sum payment within five (5) days after the date that the Employee has executed the Release described in Section 3(f) and such Release has become effective (but in any event no later than 2  ¹/2 months after the end of the calendar year in which such termination occurs), and (ii) all the rights and benefits the Employee may have under any Company employee benefit plans or Equity Awards will be determined in accordance with the terms and conditions of those plans or Equity Awards.

(e) Involuntary Termination by Company following a Change of Control. Notwithstanding any other provision contained herein, and in lieu of any payment under Section 3(d), if the Company or its successor terminates the Employee’s employment for any reason other than Due Cause, death or Disability, within twelve (12) months following a Change of Control (as defined below) (i) the Company will pay to the Employee (A) his Base Salary accrued and unpaid to the date of termination and (B) subject to Section 3(f) of this Agreement, as severance, an amount equal to one and half (1.5) times his then current Base Salary to be paid in a cash lump sum payment within five (5) days after the Employee has executed the Release described in Section 3(f) and such Release has become effective (but in any event no later than 2  ¹/2 months after the end of the calendar year in which such termination occurs), and (ii) all the rights and benefits the Employee may have under any Company employee benefit plans or Equity Awards will be determined in accordance with the terms and conditions of those plans or Equity Awards.

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“Change of Control” means that point in time which:

(a) a person, entity or group (as such terms are defined in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934), directly or indirectly acquires beneficial ownership (as defined in Section 13(d) of the Securities Exchange Act) of thirty percent (30%) or more of the then outstanding shares of common stock of the Company as a result of such acquisition (provided, however, that such Change of Control does not occur solely as a result of a reduction in the number of shares of Company common stock outstanding due to a repurchase of Company common stock by the Company or its subsidiaries), or

(b) during a twenty-four (24) consecutive month period a majority of the members of the Board of Directors of the Company is replaced by Directors not endorsed by the persons who were members of the Board before the new Directors’ appointment.

(f) The Company’s obligation to make any payments under Section 3(d) or Section 3(e) of this Agreement is conditioned on Employee’s execution and delivery of the Company’s then standard form Release of Claims Agreement in favor of the Company and its subsidiaries and affiliates and any of the employees, officers, directors and agents of the foregoing and such Release becoming effective within seven (7) days following the date of termination or such other shorter time as expressly provided in the Release. To the extent any amount payable under Section 3(d) or (e) of this Agreement is subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), if the period during which the Employee has discretion to execute or revoke the general release of claims straddles two taxable years of the Employee, then the Company shall make the severance payments starting in the second of such taxable years, regardless of which taxable year the Employee actually delivers the executed general release of claims to the Company. The Employee may not, directly or indirectly, designate the calendar year of payment.

(g) Resignation of All Other Positions. Upon termination of the Employee’s employment hereunder for any reason, the Employee shall be deemed to have resigned from all positions that the Employee holds as an officer, manager or member of the board of directors (or a committee thereof) of the Company and its subsidiaries and affiliates.

(h) Termination of Employment. Upon the termination of the Employee’s employment with the Company, its subsidiaries and affiliates, the Company shall have no obligation to pay any other amount except as expressly provided herein.

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4. Intellectual Property. The Employee agrees to and hereby assigns to the Company all of the Employee’s rights to ideas, concepts, processes, inventions, improvements and developments, patentable or unpatentable, including the right to invoke the benefit of the right of priority provided by any International Convention for the Company to invoke and claim such right or priority (collectively, “Intellectual Property”), without further written or oral authorization, which, during the period of the Employee’s employment by the Company (including prior to the date of this Agreement), the Employee has made or conceived or hereafter may make or conceive, whether solely or jointly with others: (a) with the use of the Company’s time, materials, or facilities; (b) resulting from or suggested by the Employee’s work for the Company; or (c) in any way appertaining to any subject matter which shall be within the existing or contemplated business of the Company. All such Intellectual Property shall automatically be deemed to become the property of the Company immediately as soon as made or conceived. The Employee’s obligation to assign the rights to such Intellectual Property shall survive the discontinuance or termination of the Employee’s employment for any reason.

The Employee agrees to promptly disclose to the Company any Intellectual Property that the Employee develops or conceives. The Employee agrees to make and maintain adequate written records of any Intellectual Property in the form of notes, sketches, drawings or reports. These records shall be and remain the property to the Company at all times.

At any time requested by the Company, either during employment or after, and without charge to the Company, but at its expense, the Employee agrees to execute, acknowledge and deliver all such further papers, including applications for patents, and to perform such other lawful acts as, in the opinion of the Company, may be necessary to obtain or maintain patents for such Intellectual Property in any and all countries and to vest title thereto in the Company.

Upon termination of employment with the Company, the Employee agrees to return to the Company all property of the Company of which the Employee has had custody and to deliver to the Company all notebooks and other data relating to research or experiments conducted by the Employee or any Intellectual Property made by the Employee and to make full disclosure relating to such research, experiments or Intellectual Property relating to the products, processes or methods of manufacture of the Company or otherwise covered by this Agreement.

5. Confidentiality. The Employee realizes that in the course of his employment, the Company has already revealed and will necessarily continue to reveal to the Employee, or that the Employee has already developed and may develop, proprietary, secret or confidential information in connection with the Company’s business. The Employee hereby agrees:

a. To keep in strictest confidence during and subsequent to the Employee’s employment all information identified as secret or confidential or which, from the circumstances, in good faith and conscience should be treated as confidential, relating to the products, machines, methods, or manufacture, composition, inventions, discoveries or trade secrets or secret processes, price lists, sales plans, marketing strategies, logical flow diagrams, including computer programs, customer lists, business plans, internal memoranda, manuals, business forms or any other information of the business or affairs of the Company (collectively, “Confidential Information”) which the Employee may acquire or develop in connection with or as a result of his employment.

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b. Except as instructed by the Company during his employment, the Employee will not use any Confidential Information and without the prior written consent of the Company, the Employee will not directly or indirectly publish, communicate, divulge or describe to any unauthorized person or patent any such information during the period of his employment with the Company or at any time subsequent thereto.

c. This covenant shall not apply to information already in the public domain other than as a result of any violation, directly or indirectly, of this Agreement by the Employee, or information which has been released to the public by the Company.

6. Covenant Not to Compete. The Employee agrees and acknowledges that due to the Confidential Information, and personal contacts with the customers, prospective customers, and employees of the Company, which the Employee has already acquired and will continue to acquire during the course of his employment by the Company, that the Company would be irreparably damaged should the Employee in any way enter into competition with the Company. Therefore, the Employee agrees that at all times during his employment by the Company and for a period of three (3) years following the termination of employment for any reason that neither the Employee nor any Affiliate (as defined below) will, without the prior written consent of the Company:

a. Either directly or indirectly, (i) become financially interested in a Competing Enterprise (as defined below) (other than as a holder of less than five percent (5%) of the outstanding voting securities of any entity whose voting securities are listed on a national securities exchange), or (ii) engage in or be employed by any Competing Enterprise as a consultant, officer, director, or executive or employee, or any other capacity; or

b. Either directly or indirectly, contact, communicate or solicit any distributor or customer of the Company for the purpose of causing them to terminate or alter or amend their business relationship with the Company to the Company’s detriment; or

c. Either directly or indirectly, on the Employee’s own behalf or in the service or on behalf of others (whether a Competing Enterprise or not), knowingly solicit, divert, or hire away, or attempt to solicit, divert, or hire away, any person employed by the Company or any of its subsidiaries, whether or not such employee is a full-time or a temporary employee of the Company or any of its subsidiaries and whether or not such employment is pursuant to written agreement and whether or not such employment is at will.

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The parties agree and acknowledge that the restrictions contained in this section are reasonable, and necessary to protect the Company’s legitimate interests in its customers, accounts and other secret and confidential information.

Each party agrees that if a court of law determines that this covenant is unreasonable as to time, geographic area, or scope of activity, that the Company and the Employee shall be deemed to have consented to, and are deemed to have requested, reformation of this covenant by such court to the extent necessary to make such covenant reasonable.

For the purposes of this Section 6:

“Affiliate” means any person or entity directly or indirectly controlled by the Employee. As used herein, the word “control” means the power to direct the management and affairs of a person.

“Competing Enterprise” means any individual, business, firm, company, partnership, joint venture, organization, or other entity that is primarily engaged in the business of producing or selling fish meal, fish oil, or fish solubles.

7. Equitable Remedies. The Employee agrees that it would be impossible or inadequate to measure and calculate the Company’s damages from any breach of the covenants set forth in this Agreement. Accordingly, the Employee agrees that if he breaches this Agreement, the Company will have available, in addition to any other right or remedy available, the right to obtain an injunction from a court of competent jurisdiction restraining such breach or threatened breach and to seek specific performance of any such provision of the Agreement. The Employee further agrees that no bond or other security shall be required in obtaining such equitable relief and the Employee hereby consents to the issuance of such injunction and to the ordering of specific performance.

8. Notices. All notices, requests, demands and other communications given under or by reason of this Agreement must be in writing and will be deemed given when delivered in person or when mailed, by certified mail (return receipt requested), postage prepaid, addressed as follows or to such other address as a party may specify by notice pursuant to this provision:

If to the Company:    Omega Protein Corporation

                                      2105 City West Blvd, Suite 500

                                      Houston, Texas 77042

                                      Attn: General Counsel

If to the Employee:    To the last address on file with the Company

9. Governing Law; Venue This Agreement will be governed by and construed in accordance with the substantive laws (other than the rules governing conflicts of laws) of the State of Texas. Both parties expressly consent to the personal jurisdiction of the state and federal courts located in Texas for any lawsuit filed there arising from or relating to this Agreement. Both parties expressly agree that any lawsuit pertaining to any dispute or controversy arising out of or relating to any interpretation, construction, performance or breach of this Agreement shall be filed in Harris County, Texas.

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10. Term. The term of this Agreement shall continue in effect until an event specified in Section 3 shall have occurred, at which point the provisions of that section will control and after the completion of the requirements of such provisions and Sections 4, 5 and 6 of this Agreement, this Agreement will terminate.

11. Entire Agreement and Amendments. This Agreement contains the entire agreement of the Employee and the Company relating to the matters contained herein and supersedes all prior agreements and understandings, oral or written, between the Employee and the Company with respect to the subject matter hereof. This Agreement may not be amended or modified except by an agreement in writing signed by both parties.

12. Headings. The headings of sections and subsections hereof are included solely for convenience of reference and will not control the meaning or interpretation of any of the provisions hereof.

13. Tax Withholding. Notwithstanding any other provision hereof, the Company may withhold from amounts payable hereunder all federal, state, local and foreign taxes that are required to be withheld by applicable laws or regulations.

14. Separability. If any provision of this Agreement is rendered or declared illegal, invalid or unenforceable by reason of any existing or subsequently enacted legislation or by the final judgment of any court of competent jurisdiction, the Employee and the Company will promptly meet and negotiate substitute provisions for those rendered or declared illegal or unenforceable to preserve the original intent of this Agreement to the extent legally possible, but all other provisions of this Agreement shall remain in full force and effect.

15. Assignments. The Company may assign this Agreement to any person or entity succeeding to all or substantially all the business interests of the Company by merger or otherwise without the consent of the Employee. The rights and obligations of the Employee under this Agreement are personal to him, and none of those rights, benefits or obligations will be subject to voluntary or involuntary alienation, assignment or transfer.

16. Effect of Agreement. Subject to the provisions of Section 15 with respect to assignments, this Agreement will be binding on the Employee and his heirs, executors, administrators, legal representatives and assigns and on the Company and its successors and assigns.

17. Execution. This Agreement may be executed in multiple counterparts, each of which will be deemed an original and all of which will constitute one and the same agreement.

18. Waiver of Breach. The waiver by either party to this Agreement of a breach of any provision of the Agreement by the other party will not operate or be construed as a waiver by the waiving party of any subsequent breach by the other party.

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19. Code Section 409A.

(a) This Agreement is intended to comply with Section 409A of the Code to the extent any payment hereunder constitutes nonqualified deferred compensation under Section 409A of the Code.

(b) The Company shall undertake to administer, interpret, and construe this Agreement in a manner that does not result in the imposition on the Employee of any additional tax, penalty, or interest under Section 409A of the Code and to comply with Code Section 409A to the extent it is applicable and any term (whether or not defined herein) shall have the meaning required of such term in Code Section 409A to the extent it is applicable.

(c) If the Company determines in good faith that any provision of this Agreement would cause the Employee to incur an additional tax, penalty, or interest under Section 409A of the Code, the Board of Directors of the Company (or its delegate) in its sole discretion may reform such provision, if possible, to maintain to the maximum extent practicable the original intent of the applicable provision without violating the provisions of Section 409A of the Code or causing the imposition of such additional tax, penalty, or interest under Section 409A of the Code.

(d) The preceding provisions, however, shall not be construed as a guarantee by or responsibility of the Company, or any of its subsidiaries or affiliates, or any of the directors, officers, employees or agents of any of the foregoing of any particular tax effect or consequences to the Employee under this Agreement. The Company shall not be liable to the Employee for any payment made under this Agreement that is determined to result in an additional tax, penalty, or interest under Section 409A of the Code, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A of the Code.

(e) With respect to any reimbursement of expenses of the Employee, as specified under this Agreement, such reimbursement of expenses shall be subject to the following conditions: (1) the expenses eligible for reimbursement in one taxable year shall not affect the expenses eligible for reimbursement in any other taxable year; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement shall not be subject to liquidation or exchange for another benefit.

(f) “Termination of employment,” “resignation,” or words of similar import, as used in this Agreement means, for purposes of any payments under this Agreement that are payments of nonqualified deferred compensation subject to Section 409A of the Code, the Employee’s “separation from service” as defined in Section 409A of the Code.

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(g) If the Employee is a “specified employee” as such term is defined under Section 409A of the Code on the date of the Employee’s termination of employment and if the benefit to be provided under Section 3(d) or (e) of this Agreement or otherwise under this Agreement is subject to Section 409A of the Code and is payable on account of a termination of employment, payment in respect of such benefit shall not commence until the first business day that is six months after the Employee’s termination date and shall otherwise be paid as provided in this Agreement.

(h) For the purposes of Code Section 409A, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments but only to the extent such treatment is permitted under Code Section 409A.

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IN WITNESS WHEREOF, the Employee and the Company have executed this Agreement effective as of the date first written above.

OMEGA PROTEIN CORPORATION

By:    /s/ John D. Held                                                 

Name: John D. Held

Title: Executive Vice President

EMPLOYEE

        /s/ Dr. Mark Griffin                                               

Dr. Mark Griffin

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EX-10.5

EXHIBIT 10.5

NON-STATUTORY STOCK OPTION AGREEMENT

OMEGA PROTEIN CORPORATION

2006 INCENTIVE PLAN

This Stock Option Agreement (the “Agreement”), is entered into as of January 1, 2012 between Omega Protein Corporation, a Nevada corporation (the “Company”), and Dr. Jonathan Shepherd (the “Optionee”).

WITNESSETH:

WHEREAS, the Company has adopted the Omega Protein Corporation 2006 Incentive Plan (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; and

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, pursuant to Section 4.4 of the Plan, the Optionee, as an outside director of the Company, is entitled to an automatic grant of a non-qualified option for a number of shares of Common Stock on the date of that such director is first appointed to serve as a director, which was January 1, 2012; and

WHEREAS, the Board of Directors or Compensation Committee thereof has currently fixed the number of shares of Common Stock to be granted under Section 4.4 of the Plan for such first-time date of service at 14,200;

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 14,200 full shares (the “Optioned Shares”) of Common Stock at an Option Price equal to $7.19 per share. The Date of Grant of this Stock Option is January 1, 2012. 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 100% vested and exercisable six months and one day after the date of this Agreement

The Optionee shall also 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 that Optionee ceases to be a director of the Company (a “Termination of Director Status”) for any reason other than Optionee’s death or disability or an Adverse Effect (as defined below), the Option outstanding on such date of Termination of Director Status, 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)) until the expiration of the Option Period, but not thereafter. 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 of Director Status, the Option shall automatically lapse and be canceled unexercised as of such date.

In the event that an Adverse Event (as defined herein) occurs, any Option granted pursuant to this Agreement whether vested or unvested shall be forfeited upon the date that the Adverse Event occurs. For purposes of this Agreement, “Adverse Event” shall mean (i) the Director’s final conviction of a felony crime that enriched the Director at the expense of the Company; or (ii) a final adjudication by a court of competent jurisdiction that the Director has materially breached his or her fiduciary duty to the Company. For the purposes the definition of Adverse Effect, the term “Company” includes Subsidiaries of the Company.

In the event of Optionee’s Termination of Director Status 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 of Director Status, but not thereafter. However, in no event shall the Option be exercisable after the tenth (10^th) anniversary of the Date of Grant.

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.

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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 its equivalent, or (ii) subject to prior approval by the Committee in its discretion, by tendering previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the total Option Price (provided that the Shares which are tendered must have been held by the Optionee for at least six (6) months prior to their tender to satisfy the Option Price), or (iii) 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), (ii), and (iii) above. Any payment in Shares shall be effected by the surrender of such Shares to the Company in good form for transfer and shall be valued at their Fair Market Value on the date when the Stock Option is exercised. Unless otherwise permitted by the Committee in its discretion, the Optionee shall not surrender, or attest to the ownership of, Shares in payment of the Option Price if such action would cause the Company to recognize compensation expense (or additional compensation expense) with respect to the Option for financial reporting purposes.

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 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.

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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 5.2 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 5.5 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 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.

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16. Law Governing. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Nevada (excluding any conflict of laws rule or principle of Nevada law 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 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.

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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:

Omega Protein Corporation

2105 CityWest Blvd,

Suite 500

Houston, Texas 77042

Attn: John Held, Executive Vice President

          and General Counsel

Fax: (713) 940-6122

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

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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.

[Signature Page Follows]

7

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: OMEGA PROTEIN CORPORATION
By:	/s/ John D. Held
Name: John D. Held Title: Executive Vice President

OPTIONEE:
	/s/ Dr. Jonathan Shepherd
	Dr. Jonathan Shepherd

8

EX-10.6

EXHIBIT 10.6

RESTRICTED STOCK AGREEMENT

THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) is made and entered into by and between Omega Protein Corporation, a corporation organized under the laws of the State of Nevada (the “Company”), and Bret D. Scholtes, an individual (“Grantee”) on the 1^st day of January, 2012 (the “Grant Date”), pursuant to the Omega Protein Corporation 2006 Incentive Plan (the “Plan”). The Plan is incorporated by reference herein in its entirety. Capitalized terms not otherwise defined in this agreement shall have the meaning given to such terms in the Plan.

WHEREAS, Grantee is an employee of the Company, and in connection therewith, the Company desires to grant to Grantee 25,000 shares of the Company’s common stock, par value $.01 per share (the “Common Stock”), which is calculated with a value of $179,750 on the Grant Date based on a price per share of common stock of $7.19, which represents the average high and low stock prices of the Common Stock or the New York Stock Exchange on the last trading day immediately preceding the Grant Date, subject to the terms and conditions of this Agreement and the Plan, with a view to increasing Grantee’s interest in the Company’s welfare and growth; and

WHEREAS, Grantee desires to have the opportunity to be a holder of shares of the Common Stock subject to the terms and conditions of this Agreement and the Plan.

NOW, THEREFORE, in consideration of the premises, mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

1. Grant of Common Stock and Administration.

Subject to the restrictions, forfeiture provisions and other terms and conditions set forth herein (i) the Company grants to Grantee twenty five thousand (25,000) shares of Common Stock (“Restricted Shares”), and (ii) Grantee shall have and may exercise all rights and privileges of ownership of such shares, including, without limitation, the voting rights of such shares and the right to receive any dividends declared in respect thereof. This Agreement and its grant of Restricted Shares is subject to the terms and conditions of the Plan, and the terms and conditions of the Plan shall control except to the extent otherwise permitted or authorized in the Plan and specifically addressed in this Agreement. The Plan and this Agreement shall be administered by the Committee pursuant to the Plan.

2. Transfer Restrictions.

(a) Generally. Grantee shall not sell, assign, transfer, exchange, pledge, encumber, gift, devise, hypothecate or otherwise dispose of (collectively, “Transfer”) any Restricted Shares. The transfer restrictions imposed by this Section 2 shall lapse as to 100% of the Restricted Shares on the third anniversary of the Grant Date; provided, however, that, subject to Sections 3 and 4, Grantee then is, and continuously since the Grant Date has been an employee of the Company. The Restricted Shares as to which such restrictions so lapse are referred to as “Vested Shares.”

(b) Dividends, etc. If the Company (i) declares a dividend or makes a distribution on Common Stock in shares of Common Stock, (ii) subdivides or reclassifies outstanding shares of Common Stock into a greater number of shares of Common Stock or (iii) combines or reclassifies outstanding shares of Common Stock into a smaller number of shares of Common Stock, then the number of shares of Grantee’s Common Stock subject to the transfer restrictions of this Section 2 may be proportionately increased or reduced so as to prevent the enlargement or dilution of Grantee’s rights and duties hereunder as determined by the Committee in its sole discretion. The determination of the Committee regarding such adjustments shall be final and binding.

(c) Change in Control. If there is a Change in Control (as defined in the Plan) of the Company, the transfer restrictions of this Section 2 shall automatically cease as of the date immediately preceding the Change in Control, and all the Restricted Shares shall be 100% vested.

3. Forfeiture.

If Grantee’s employment with the Company is terminated by the Company or Grantee for any reason other than as described in Section 4 below, then Grantee shall immediately forfeit all Restricted Shares which are not Vested Shares. Any Restricted Shares forfeited under this Agreement shall automatically revert to the Company and become canceled and such shares shall be again subject to the Plan. Any certificate(s) representing Restricted Shares which include forfeited shares shall only represent that number of Restricted Shares which have not been forfeited hereunder. Upon the Company’s request, Grantee agrees for himself and any other holder(s) to tender to the Company any certificate(s) representing Restricted Shares which include forfeited shares for a new certificate representing the unforfeited number of Restricted Shares.

4. Disability or Death.

If Grantee’s employment is terminated with the Company on account of “Disability” or death, the Restricted Shares shall be 100% vested on the date of Grantee’s Disability or death. For the purposes of this Agreement, Disability shall mean the Grantee’s inability to perform his duties to the Company or an Affiliate on account of mental or physical disability lasting continuously for a period of 90 days or more as determined by the Committee in its sole discretion. Grantee hereby agrees to provide Committee with access to such information as necessary for the Committee to make such determination and Grantee hereby agrees to provide the necessary consents for the Committee to have access to such information.

5. Issuance of Certificate.

(a) The Restricted Shares may not be Transferred until they become Vested Shares. Further, the Restricted Shares may not be transferred and the Vested Shares may not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable federal or state securities laws, any rules of the national securities exchange on which the Company’s securities are traded, listed or quoted, or violation of Company policy. The Company shall cause to be issued a stock certificate, registered in the name of the Grantee, evidencing the Restricted Shares upon receipt of a stock power duly endorsed in blank with respect to such shares. Each such stock certificate shall bear the following legend:

2

THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE OMEGA PROTEIN CORPORATION 2006 INCENTIVE PLAN AND A RESTRICTED STOCK AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND OMEGA PROTEIN CORPORATION. A COPY OF THE PLAN AND A RESTRICTED STOCK AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF OMEGA PROTEIN CORPORATION

Such legend shall not be removed from the certificate evidencing Restricted Shares until such time as the restrictions imposed by Section 2 hereof have lapsed.

(b) The certificate issued pursuant to this Section 5, together with the stock powers relating to the Restricted Shares evidenced by such certificate, shall be held by the Company. The Company shall issue to the Grantee a receipt evidencing the certificates held by it which are registered in the name of the Grantee.

6. Tax Requirements.

(a) Taxes and Tax Withholding. This grant of Restricted Shares is subject to all federal, state, local taxes domestic or foreign and the Company shall have the power and the right to deduct or withhold, or require the Grantee 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 Agreement.

(b) Share Withholding. With respect to tax withholding required upon any taxable event arising as a result of this Agreement, Grantee may elect in whole or in part to have the Company withhold shares of Common Stock 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. (In the absence of any IRS or other applicable guidance, the date the tax is to be determined shall be deemed to be the date of receipt of income arising from such taxable event.) All such elections shall be made in writing, signed by the Grantee, 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 Grantee.

7. Miscellaneous.

(a) Certain Transfers Void. Any purported Transfer of shares of Common Stock or Restricted Shares in breach of any provision of this Agreement shall be void and ineffectual, and shall not operate to Transfer any interest or title in the purported transferee.

(b) No Fractional Shares. All provisions of this Agreement concern whole shares of Common Stock. If the application of any provision hereunder would yield a fractional share, such fractional share shall be rounded down to the next whole share if it is less than 0.5 and rounded up to the next whole share if it is 0.5 or more.

3

(c) Not an Employment or Service Agreement. This Agreement is not an employment agreement, and this Agreement shall not be, and no provision of this Agreement shall be construed or interpreted to create (i) any right of Grantee to continue employment with or provide services to the Company or any of its Affiliates.

(d) Notices. Any notice, instruction, authorization, request or demand required hereunder shall be in writing, and shall be delivered either by personal delivery, by telegram, telex, telecopy or similar facsimile means, by certified or registered mail, return receipt requested, or by courier or delivery service, addressed to the Company at the address indicated beneath its signature on the execution page of this Agreement, and to Grantee at his address indicated on the Company’s records, or at such other address and number as a party shall have previously designated by written notice given to the other party in the manner hereinabove set forth. Notices shall be deemed given when received, if sent by facsimile means (confirmation of such receipt by confirmed facsimile transmission being deemed receipt of communications sent by facsimile means); and when delivered and receipted for (or upon the date of attempted delivery where delivery is refused), if hand-delivered, sent by express courier or delivery service, or sent by certified or registered mail, return receipt requested.

(e) Amendment and Waiver. This Agreement may be amended, modified or superseded only by written instrument executed by the Company and Grantee. Any waiver of the terms or conditions hereof shall be made only by a written instrument executed and delivered by the party waiving compliance. Any waiver granted by the Company shall be effective only if executed and delivered by a duly authorized executive officer of the Company other than Grantee. The failure of any party at any time or times to require performance of any provisions hereof, shall in no manner effect the right to enforce the same. No waiver by any party of any term or condition, or the breach of any term or condition contained in this Agreement in one or more instances shall be deemed to be, or construed as, a further or continuing waiver of any such condition or breach or a waiver of any other condition or the breach of any other term or condition.

(f) Governing Law and Severability. This Agreement shall be governed by the internal laws, and not the laws of conflict, of the State of Nevada. The invalidity of any provision of this Agreement shall not affect any other provision of this Agreement, which shall remain in full force and effect.

(g) Successors and Assigns. Subject to the limitations which this Agreement imposes upon transferability of shares of Common Stock, this Agreement shall bind, be enforceable by and inure to the benefit of the Company and its successors and assigns, and Grantee, and Grantee’s permitted assigns and upon death, estate and beneficiaries thereof (whether by will or the laws of descent and distribution), executors, administrators, agents, legal and personal representatives.

(h) 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.

4

(i) 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.

(j) Compliance with Other Laws and Regulations. This Agreement, the grant of Restricted Shares and issuance of Common Stock shall be subject to all applicable federal and state laws, rules, regulations and applicable rules and regulations of any exchanges on which such securities are traded or listed, and Company rules or policies. Any determination in which connection by the Committee shall be final, binding and conclusive on the parties hereto and on any third parties, including any individual or entity.

(k) Independent Legal and Tax Advice. The Grantee has been advised and Grantee hereby acknowledges that he has been advised to obtain independent legal and tax advice regarding this Agreement, grant of the Restricted Shares and the disposition of such shares, including, without limitation, the election available under Section 83(b) of the Internal Revenue Code. Grantee acknowledges that none of the Company, its Affiliates or any of their officers, directors, employees or agents guarantee or are otherwise responsible for any tax consequences to Grantee in connection with this Agreement, the Restricted Shares or the vesting or disposition thereof under any federal, state, local domestic or foreign law.

8. Counterparts.

This Agreement may be executed in multiple original counterparts, each of which shall be deemed an original, but all of which together shall constitute but one and. the same instrument.

9. Grantee’s Other Acknowledgments.

The Grantee 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 Agreement subject to all the terms and provisions of the Plan and this Agreement. The Grantee hereby agrees to accept as binding, conclusive, and final all decisions or interpretations of the Committee or the Board, as appropriate, upon any questions arising under the Plan or this Agreement.

[SIGNATURE PAGE FOLLOWS]

5

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the date first above written.

COMPANY: OMEGA PROTEIN CORPORATION
By:	/s/ John D. Held
	John D. Held Executive Vice President
	GRANTEE:
	/s/ Bret D. Scholtes
	Bret D. Scholtes

6

EX-99.1

EXHIBIT 99.1

OMEGA PROTEIN TO PRESENT AT THE 14^th ANNUAL ICR XCHANGE CONFERENCE

HOUSTON, January 3, 2012 – Omega Protein Corporation (NYSE: OME), a nutritional ingredient company and the nation’s leading producer of Omega-3 fish oil and specialty fish meal products, today announced that Bret Scholtes, the Company’s President & Chief Executive Officer, and Andrew Johannesen, Executive Vice President & Chief Financial Officer, will present at the ICR XChange Conference on Thursday, January 12, 2012 at 9:50 a.m. ET in Miami, FL.

The audio portion of the presentation will be webcast live, and a replay will be available until Thursday, January 26, 2012 on the investor relations section of Omega Protein’s web site at http://ir.omegaproteininc.com/.

About Omega Protein Corporation

Omega Protein Corporation is a nutritional ingredient company and the nation’s leading vertically integrated producer of omega-3 fish oil and specialty fish meal products. Omega Protein makes its products from menhaden, an Omega-3 rich fish which is abundantly available along the U.S. Gulf of Mexico and Atlantic Coasts.

CONTACT:

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

Web site: www.omegaproteininc.com

EX-99.2

EXHIBIT 99.2

OMEGA PROTEIN COMPLETES EXECUTIVE MANAGEMENT SUCCESSION PLAN

Company Appoints Bret D. Scholtes President and CEO

Andrew C. Johannesen Becomes Executive Vice President and CFO

HOUSTON, January 3, 2012 – Omega Protein Corporation (NYSE: OME), a nutritional ingredient company and the nation’s leading producer of Omega-3 fish oil and specialty fish meal products, today announced the completion of its previously announced executive management succession plan.

Joseph L. von Rosenberg III has stepped down from his roles as CEO and President, effective December 31, 2011, and remains with the Company as Chairman of the Board. Bret D. Scholtes, previously Executive Vice President and CFO, has replaced Mr. von Rosenberg as President and CEO effective January 1, 2012. Andrew C. Johannesen, previously Senior Vice President – Finance and Treasurer, has replaced Mr. Scholtes as Executive Vice President and CFO.

“We believe that the strength of our executive team will help further strategically position the Company into higher value product categories for continued growth and increased shareholder value,” said Mr. von Rosenberg, Omega Protein’s Chairman of the Board. “We greatly appreciate Bret’s and Andrew’s achievements to date and look forward to their future leadership and contributions in their new roles.”

About Omega Protein Corporation

Omega Protein Corporation is a nutritional ingredient company and the nation's leading vertically integrated producer of Omega-3 fish oil and specialty fish meal products. Omega Protein makes its products from menhaden, an Omega-3 rich fish which is abundantly available along the U.S. Gulf of Mexico and Atlantic Coasts.

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. Forward-looking information may be based on projects, predictions and estimates. Some statements in this press release may be forward-looking and use words like “hope,” “hopeful,” “may,” “may not,” “believes,” “do not believe,” “expects,” “do not expect,” “anticipates,” “do not anticipate,” “see,” “do not see,” or other similar expressions.

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. Factors that could cause actual results to be materially different from those forward-looking statements are described in further detail in Omega’s filings with the Securities and Exchange Commission, including its reports on Form 10-K, Form 10-Q and Form 8-K.

CONTACT

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

Web site: www.omegaproteininc.com

EX-99.3

EXHIBIT 99.3

OMEGA PROTEIN ANNOUNCES DR. JONATHAN SHEPHERD JOINS BOARD OF DIRECTORS

Company Appoints Worldwide Fishing Industry Leader to the Board

Dr. Shepherd to Become Chairman of the Company’s Scientific Charter Committee

HOUSTON, January 3, 2011 – Omega Protein Corporation (NYSE: OME), a nutritional ingredient company and the nation’s leading producer of Omega-3 fish oil and specialty fish meal products, today announced that Dr. Jonathan Shepherd has joined its Board of Directors effective January 1, 2012. Dr. Shepherd has also become Chairman of Omega Protein’s Scientific Committee, replacing Dr. William E. M. Lands. Dr. Lands will continue in his role as a Director on the Board and as a member of the Scientific Committee.

Dr. Shepherd previously served as Director General of The International Fishmeal and Fish Oil Organization (IFFO), an international non-profit organization which represents fish meal and fish oil producers and related trades throughout the world, from 2004 to 2011. Previously, Dr. Shepherd was Group Managing Director of BioMar, a fish feed company based in Denmark. Dr. Shepherd also held a series of senior positions with Unilever, Peter Hand and Norsk Hydro in connection with fish farming, pharmaceuticals, and feed manufacturing.

“We are excited to have Jonathan join the board and welcome his in-depth experience and perspective on the issues affecting the fishing industry worldwide,” said Mr. Joe von Rosenberg III, Chairman of the Board. “We have had the pleasure of working with Jonathan for many years while he was at the IFFO and believe he will play an important role as Chairman of our Scientific Committee long-term.”

Dr. Shepherd has a BVSc from Liverpool Veterinary School and a PhD from Stirling University. Dr. Shepherd is a citizen of the United Kingdom.

About Omega Protein Corporation

Omega Protein Corporation is a nutritional ingredient company and the nation's leading vertically integrated producer of Omega-3 fish oil and specialty fish meal products. Omega Protein makes its products from menhaden, an Omega-3 rich fish which is abundantly available along the U.S. Gulf of Mexico and Atlantic Coasts.

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. Forward-looking information may be based on projects, predictions and estimates. Some statements in this press release may be forward-looking and use words like “hope,” “hopeful,” “may,” “may not,” “believes,” “do not believe,” “expects,” “do not expect,” “anticipates,” “do not anticipate,” “see,” “do not see,” or other similar expressions.

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. Factors that could cause actual results to be materially different from those forward-looking statements are described in further detail in Omega’s filings with the Securities and Exchange Commission, including its reports on Form 10-K, Form 10-Q and Form 8-K.

CONTACT

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

Web site: www.omegaproteininc.com