8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report Pursuant to Section 13 or 15(d)

of the Securities Act of 1934

Date of Report (Date of earliest event reported): December 3, 2008

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 (Zip Code)
(Address of principal executive offices)

(713) 623-0060

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

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

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

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

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

On December 3, 2008, Omega Protein Corporation, a Nevada corporation (the “Company”), entered into amendments to the amended and restated employment agreements (the “Amendments”) with each of Joseph L. von Rosenberg III, the Company’s President and Chief Executive Officer, Robert W. Stockton, the Company’s Executive Vice President and Chief Financial Officer, and John D. Held, the Company’s Executive Vice President, General Counsel and Secretary. The Amendments amend the amended and restated employment agreements (the “Employment Agreements”) between the Company and each of the foregoing executives to comply with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and Section 280G of the Internal Revenue Code of 1986, as amended (“Section 280G”). Set forth below is a description of the Amendments.

The Amendments were made in order to comply with Sections 409A and 280G and have the effect of removing three executive benefits: (i) the 18-month continuation of health, life and other welfare benefits under existing Company plans after a termination of employment by the executive for Good Reason (as defined in the Employment Agreements) or by the Company without Cause (as defined in the Employment Agreements), (ii) the 36-month continuation of health, life and other welfare benefits under existing Company plans after any termination of employment following a Change in Control (as defined in the Employment Agreements), and (iii) the accrual and payment of interest by the Company to the executives for certain amounts due under the Employment Agreements and not paid or reimbursed at the times provided in the Employment Agreements. The Amendments also make technical changes to the Employment Agreements required by the final regulations under Section 409A.

Assuming a termination of employment on December 31, 2008 and a current COBRA monthly premium of approximately $1,421.41, the estimated value given up by each executive by entering into these Amendments was $25,585 in the case of the 18-month continuation of benefits and $51,170 in the case of the 36-month continuation of benefits.

The foregoing description of the Amendments does not purport to be complete and is qualified in its entirety by reference to the Amendments, which are attached as Exhibits 10.1, 10.2, and 10.3 hereto and incorporated herein by reference.

On December 4, 2008, the Company paid the cash bonuses set forth below to the following Company Named Executive Officers (as defined by Securities and Exchange Commission regulations):

Joseph L. von Rosenberg III	Chairman of the Board, President and CEO	$	632,500
Robert W. Stockton	Executive Vice President and Chief Financial Officer	$	431,250
John D. Held	Executive Vice President, General Counsel and Secretary	$	431,250
Scott Herbert	Senior Vice President – Sales and Marketing	$	125,000
Thomas Wittmann	Vice President – Operations	$	27,500

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

10.1     First Amendment to the Amended and Restated Executive Employment Agreement dated as of December 3, 2008, between Joseph L. von Rosenberg III and Omega Protein Corporation.

10.2     First Amendment to the Amended and Restated Executive Employment Agreement dated as of December 3, 2008, between Robert W. Stockton and Omega Protein Corporation.

10.3     First Amendment to the Amended and Restated Executive Employment Agreement dated as of December 3, 2008, between John D. Held and Omega Protein Corporation.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Omega Protein Corporation
Dated: December 8, 2008	/s/ John D. Held
	John D. Held
	Executive Vice President, General Counsel and Secretary

EX-10.1

EXHIBIT 10.1

FIRST AMENDMENT TO THE AMENDED AND RESTATED

EXECUTIVE EMPLOYMENT AGREEMENT

WHEREAS, Omega Protein Corporation (the “Company”) and Joseph L. von Rosenberg III (the “Executive”) entered into the Amended and Restated Executive Employment Agreement (the “Agreement”) December 31, 2007; and

WHEREAS, the Company and Executive desire to amend the Agreement in order to satisfy certain additional requirements of Section 409A of the Internal Revenue Code of 1986 as amended and the rules, regulations and notices thereunder (the “Code”);

NOW, THEREFORE, for consideration of 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. The definition of Date of Termination in Section 1 shall be amended to add the following at the end thereof: “In addition, for the purposes of Code Section 409A, with respect to any amounts that are deferred compensation subject to or to the extent necessary to be exempt from Code Section 409A, the Date of Termination shall mean the Employee’s termination that is a “Separation from Service” within the meaning of Code Section 409A.”

2. The provisions of Section 6.3(ii) are deleted in their entirety and the following inserted “[This Section 6.3(ii) is intentionally omitted.].”

3. Section 7 is amended to substitute the number “3” for the number “15.”

4. The following shall be added at the end of Section 11.4: “The amount of expenses to be reimbursed to Executive pursuant to this Section 11.4, that are not due to tax audit or litigation which are subject to Section 11.5, shall be made promptly after they are incurred and, to the extent necessary, after reasonable written documentation is provided (for Executive’s lifetime), but no later than December 31 of the calendar year following the calendar year in which such expenses were incurred. The amount of such expenses eligible for payment or reimbursement during one calendar year shall not affect the amount of expenses eligible for payment or reimbursement in another calendar year and Executive’s right to payment or reimbursement for such expenses shall not be subject to liquidation or exchange for any other benefit.”

5. Section 11.5 shall be revised in its entirety to provide as follows: “Notwithstanding anything to the contrary in the foregoing provisions of this Section 11, in no event shall payment of any additional compensation payments described in Section 11.1 be made later than December 31 of the year next following the year in which the excise tax (and any interest, penalties or other excise tax thereon) are remitted to the taxing authority. Reimbursement of any costs or expenses incurred by the Executive due to a tax audit or litigation described in this Section 11 shall be made by December 31 of the year following the year in which the taxes that are the subject of the audit or litigation are remitted to the taxing authority, or where as a result of such audit or litigation no taxes are remitted, by December 31 of the year following the year in which the audit is completed or there is a final and nonappealable

settlement or other resolution of the litigation. The Executive’s right to payment or reimbursement pursuant to this Section 11 shall not be subject to liquidation or exchange for any other benefit.”

6. Section 13.9 is revised to remove the reference to “Right of Offset” in the heading and to remove item (c) of Section 13.9.

7. Items (a) and (d) in the second paragraph of Section 13.11 shall be revised in their entirety to read as follows: “(a) all expenses that are taxable and includable in income to be paid under this Section 13.11 shall only be payable if such expenses are incurred during the 15 year period commencing on the earlier of the Date of Termination or the date of a Change in Control;” “(d) payments for such expenses will be made in cash within 30 days after the expenses are incurred and reasonable documentation is provided but in no event later than the end of Executive’s taxable year following the Executive’s taxable year in which the expenses were incurred; and”

8. The provisions in Section 13.15 are deleted in their entirety and the following shall be inserted “[This Section 13.15 is intentionally omitted.].”

9. Section 13.17 shall be revised to add the following at the beginning: “This Agreement shall be interpreted in accordance with the applicable requirements of, and exemptions from, Section 409A of the Code and the Treasury Regulations thereunder. To the extent the payments and benefits under this Agreement are subject to Section 409A of the Code, this Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder.”

IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have executed this Agreement effective as of December 3, 2008.

OMEGA PROTEIN CORPORATION
By:	/s/ John D. Held
	John D. Held Executive Vice President and General Counsel
Date:	December 3, 2008
“EXECUTIVE”
By:	/s/ Joseph L. von Rosenberg III
	Joseph L. von Rosenberg III
Date:	December 3, 2008

EX-10.2

EXHIBIT 10.2

FIRST AMENDMENT TO THE AMENDED AND RESTATED

EXECUTIVE EMPLOYMENT AGREEMENT

WHEREAS, Omega Protein Corporation (the “Company”) and Robert W. Stockton (the “Executive”) entered into the Amended and Restated Executive Employment Agreement (the “Agreement”) December 31, 2007; and

WHEREAS, the Company and Executive desire to amend the Agreement in order to satisfy certain additional requirements of Section 409A of the Internal Revenue Code of 1986 as amended and the rules, regulations and notices thereunder (the “Code”);

NOW, THEREFORE, for consideration of 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. The definition of Date of Termination in Section 1 shall be amended to add the following at the end thereof: “In addition, for the purposes of Code Section 409A, with respect to any amounts that are deferred compensation subject to or to the extent necessary to be exempt from Code Section 409A, the Date of Termination shall mean the Employee’s termination that is a “Separation from Service” within the meaning of Code Section 409A.”

2. The provisions of Section 6.3(ii) are deleted in their entirety and the following inserted “[This Section 6.3(ii) is intentionally omitted.].”

3. Section 7 is amended to substitute the number “3” for the number “15.”

4. The following shall be added at the end of Section 11.4: “The amount of expenses to be reimbursed to Executive pursuant to this Section 11.4, that are not due to tax audit or litigation which are subject to Section 11.5, shall be made promptly after they are incurred and, to the extent necessary, after reasonable written documentation is provided (for Executive’s lifetime), but no later than December 31 of the calendar year following the calendar year in which such expenses were incurred. The amount of such expenses eligible for payment or reimbursement during one calendar year shall not affect the amount of expenses eligible for payment or reimbursement in another calendar year and Executive’s right to payment or reimbursement for such expenses shall not be subject to liquidation or exchange for any other benefit.”

5. Section 11.5 shall be revised in its entirety to provide as follows: “Notwithstanding anything to the contrary in the foregoing provisions of this Section 11, in no event shall payment of any additional compensation payments described in Section 11.1 be made later than December 31 of the year next following the year in which the excise tax (and any interest, penalties or other excise tax thereon) are remitted to the taxing authority. Reimbursement of any costs or expenses incurred by the Executive due to a tax audit or litigation described in this Section 11 shall be made by December 31 of the year following the year in which the taxes that are the subject of the audit or litigation are remitted to the taxing authority, or where as a result of such audit or litigation no taxes are remitted, by December 31 of the year following the year in which the audit is completed or there is a final and nonappealable

settlement or other resolution of the litigation. The Executive’s right to payment or reimbursement pursuant to this Section 11 shall not be subject to liquidation or exchange for any other benefit.”

6. Section 13.9 is revised to remove the reference to “Right of Offset” in the heading and to remove item (c) of Section 13.9.

7. Items (a) and (d) in the second paragraph of Section 13.11 shall be revised in their entirety to read as follows: “(a) all expenses that are taxable and includable in income to be paid under this Section 13.11 shall only be payable if such expenses are incurred during the 15 year period commencing on the earlier of the Date of Termination or the date of a Change in Control;” “(d) payments for such expenses will be made in cash within 30 days after the expenses are incurred and reasonable documentation is provided but in no event later than the end of Executive’s taxable year following the Executive’s taxable year in which the expenses were incurred; and”

8. The provisions in Section 13.15 are deleted in their entirety and the following shall be inserted “[This Section 13.15 is intentionally omitted.].”

9. Section 13.17 shall be revised to add the following at the beginning: “This Agreement shall be interpreted in accordance with the applicable requirements of, and exemptions from, Section 409A of the Code and the Treasury Regulations thereunder. To the extent the payments and benefits under this Agreement are subject to Section 409A of the Code, this Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder.”

IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have executed this Agreement effective as of December 3, 2008.

OMEGA PROTEIN CORPORATION
By:	/s/ Joseph L. von Rosenberg III
	Joseph L. von Rosenberg III President and Chief Executive Officer
Date:	December 3, 2008
“EXECUTIVE”
By:	/s/ Robert W. Stockton
	Robert W. Stockton
Date:	December 3, 2008

EX-10.3

EXHIBIT 10.3

FIRST AMENDMENT TO THE AMENDED AND RESTATED

EXECUTIVE EMPLOYMENT AGREEMENT

WHEREAS, Omega Protein Corporation (the “Company”) and John D. Held (the “Executive”) entered into the Amended and Restated Executive Employment Agreement (the “Agreement”) December 31, 2007; and

WHEREAS, the Company and Executive desire to amend the Agreement in order to satisfy certain additional requirements of Section 409A of the Internal Revenue Code of 1986 as amended and the rules, regulations and notices thereunder (the “Code”);

NOW, THEREFORE, for consideration of 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. The definition of Date of Termination in Section 1 shall be amended to add the following at the end thereof: “In addition, for the purposes of Code Section 409A, with respect to any amounts that are deferred compensation subject to or to the extent necessary to be exempt from Code Section 409A, the Date of Termination shall mean the Employee’s termination that is a “Separation from Service” within the meaning of Code Section 409A.”

2. The provisions of Section 6.3(ii) are deleted in their entirety and the following inserted “[This Section 6.3(ii) is intentionally omitted.].”

3. Section 7 is amended to substitute the number “3” for the number “15.”

4. The following shall be added at the end of Section 11.4: “The amount of expenses to be reimbursed to Executive pursuant to this Section 11.4, that are not due to tax audit or litigation which are subject to Section 11.5, shall be made promptly after they are incurred and, to the extent necessary, after reasonable written documentation is provided (for Executive’s lifetime), but no later than December 31 of the calendar year following the calendar year in which such expenses were incurred. The amount of such expenses eligible for payment or reimbursement during one calendar year shall not affect the amount of expenses eligible for payment or reimbursement in another calendar year and Executive’s right to payment or reimbursement for such expenses shall not be subject to liquidation or exchange for any other benefit.”

5. Section 11.5 shall be revised in its entirety to provide as follows: “Notwithstanding anything to the contrary in the foregoing provisions of this Section 11, in no event shall payment of any additional compensation payments described in Section 11.1 be made later than December 31 of the year next following the year in which the excise tax (and any interest, penalties or other excise tax thereon) are remitted to the taxing authority. Reimbursement of any costs or expenses incurred by the Executive due to a tax audit or litigation described in this Section 11 shall be made by December 31 of the year following the year in which the taxes that are the subject of the audit or litigation are remitted to the taxing authority, or where as a result of such audit or litigation no taxes are

remitted, by December 31 of the year following the year in which the audit is completed or there is a final and nonappealable settlement or other resolution of the litigation. The Executive’s right to payment or reimbursement pursuant to this Section 11 shall not be subject to liquidation or exchange for any other benefit.”

6. Section 13.9 is revised to remove the reference to “Right of Offset” in the heading and to remove item (c) of Section 13.9.

7. Items (a) and (d) in the second paragraph of Section 13.11 shall be revised in their entirety to read as follows: “(a) all expenses that are taxable and includable in income to be paid under this Section 13.11 shall only be payable if such expenses are incurred during the 15 year period commencing on the earlier of the Date of Termination or the date of a Change in Control;” “(d) payments for such expenses will be made in cash within 30 days after the expenses are incurred and reasonable documentation is provided but in no event later than the end of Executive’s taxable year following the Executive’s taxable year in which the expenses were incurred; and”

8. The provisions in Section 13.15 are deleted in their entirety and the following shall be inserted “[This Section 13.15 is intentionally omitted.].”

9. Section 13.17 shall be revised to add the following at the beginning: “This Agreement shall be interpreted in accordance with the applicable requirements of, and exemptions from, Section 409A of the Code and the Treasury Regulations thereunder. To the extent the payments and benefits under this Agreement are subject to Section 409A of the Code, this Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder.”

IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have executed this Agreement effective as of December 3, 2008.

OMEGA PROTEIN CORPORATION
By:	/s/ Joseph L. von Rosenberg III
	Joseph L. von Rosenberg III President and Chief Executive Officer
Date:	December 3, 2008
“EXECUTIVE”
By:	/s/ John D. Held
	John D. Held
Date:	December 3, 2008