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): February 3, 2009

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 Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 3, 2009, Omega Protein Corporation, a Nevada corporation (the “Company”), entered into an employment agreement with Joseph E. Kadi, the Company’s Senior Vice President – Operations. The agreement provides for an annual base salary of $200,000, which is subject to increase (but not decrease) at the discretion of the Company. During the term of his employment, Mr. Kadi will be eligible to participate in the Company’s employee health and welfare plans, as well as the Company’s Executive Medical Plan, and will be entitled to use of a Company vehicle in accordance with Company policy. Mr. Kadi will also be reimbursed for business expenses and relocation expenses in accordance with Company policy.

In the event that Mr. Kadi’s employment is terminated other than due to death, disability, Cause (as defined in the Agreement) or Mr. Kadi’s voluntary resignation, Mr. Kadi will be entitled to receive a severance of twelve months continuation of his annual base salary and twelve months of health and welfare benefits under existing Company plans.

The agreement contains restrictions on Mr. Kadi’s use of any Company confidential information and also provides that Mr. Kadi may not accept employment or render assistance to the Company’s primary competitors for a three-year period after the date of termination.

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

On February 3, 2009, the Compensation Committee of the Company’s Board of Directors made the following grants of non-qualified options to purchase the Company’s common stock under the Company’s 2006 Incentive Plan and pursuant to the form of stock option agreement attached hereto as Exhibit 10.2:

Officer	Title	Number of Options
Joseph L. von Rosenberg III	Chairman of the Board, Chief Executive Officer and President	375,000
Robert W. Stockton	Executive Vice President and Chief Financial Officer	100,000
John D. Held	Executive Vice President, General Counsel and Secretary	100,000
J. Scott Herbert	Senior Vice President – Sales and Marketing	55,000
Joseph E. Kadi	Senior Vice President – Operations	12,500

These options vest annually in one-third increments, have a 10-year term, and have an exercise price of $4.02, the fair market value of the Company’s common stock on the date of grant.

The foregoing description of the stock option agreement does not purport to be complete and is qualified in its entirety by reference to the form of stock option agreement, which is attached as Exhibit 10.2 hereto and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(a) Financial Statements of Businesses Acquired

None.

(b) Pro Forma Financial Information

None.

(c) Shell Company Transactions

None.

(d) Exhibits

10.1	Employment Agreement dated February 3, 2009 between the Company and Joseph E. Kadi.
10.2	Form of Stock Option Agreement dated February 3, 2009.

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: February 5, 2009	/s/ John D. Held
	John D. Held
	Executive Vice President, General Counsel and Secretary

EX-10.1

EXHIBIT 10.1

EMPLOYMENT AGREEMENT

This Employment Agreement dated and effective as of February 3, 2009 (this “Agreement”) is entered into by and between Omega Protein Corporation, a Nevada corporation with headquarters in Houston, Texas (the “Company” or “Omega”), and Joseph E. Kadi (the “Employee”).

WHEREAS, the Company has promoted the Employee to Senior Vice President – Operations of the Company; and

WHEREAS, the Company desires to provide the Employee with certain assurances regarding his employment in the event of termination of Employee’s employment;

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 as Senior Vice President – Operations. The Employee will perform the duties, functions and services as the Chief Executive Officer of the Company or his designee may from time to time request.

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 Two Hundred Thousand and No/100 Dollars ($200,000.00) in accordance with the then current payroll policies of the Company, which Base Salary will be subject to increase (but not decrease) at the discretion of the Company; and

(b) afford the Employee the right to participate in Company employee health and welfare benefit plans available to all employees generally, in a manner consistent with the participation of such other employees, as well as the Company’s Executive Medical Plan as long as such plan is in effect for senior executives; 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, reimburse the Employee for the reasonable out-of-pocket expenses he incurs in the course of performing his duties hereunder; such expenses shall be paid as soon as administratively feasible but no later than March 15 after the end of the calendar year in which such expenses were incurred; and

(d) provide employee with four weeks paid vacation per year in accordance with then-current Company policy.

(e) Employee will be entitled to cash payments for the following benefits, to be paid in all events no later than March 15, 2010, under the Company’s Relocation policy described below (subject to written documentation):

• House hunting trip up to 7 days

• Moving of household goods

• Temporary housing for 3 months

• Furniture storage for up to 3 months

• Utility hookups

• Packing and unpacking of household goods

• Transportation to new location for personal auto (2 autos maximum) at regular Company mileage allowance

• Company will provide reimbursement of 50% of any loss on the sale of Employee’s residence in Illinois up to a maximum reimbursement of $25,000. Company will reimburse Employee for 50% of the difference, up to a $25,000 cap, between the amount of the independently appraised value of Employee’s residence in Illinois and the final sale price as stated in the original sales documents under the terms and conditions above. The amount of the reimbursement will be determined using the following documents:

• Independent third party appraisal documents

• Sale documents upon the sale of Employee’s home in Illinois

• Company will pay realtors fee at the rate of 6%, not to exceed $30,000, on the sale of Employee’s home in Illinois. Company will reimburse closing cost (loan origination fee @1%) not to exceed $6,000. Employee’s fully executed HUD forms and mortgage documents from sale and repurchase of the houses will be the basis for determining these reimbursements.

(f) Employee will be entitled to the use of a Company vehicle in accordance with Company policy.

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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 health and welfare benefit plans will be determined in accordance with the terms and conditions of those plans.

“Due Cause” means (i) the material failure by the Employee to fulfill the Employee’s duties or misconduct or gross neglect in the performance of such duties, (ii) the Employee’s commission of fraud, misappropriation, embezzlement or act of moral turpitude, or (iii) 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, (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 health and welfare benefit plans will be determined in accordance with the terms and conditions of those plans.

(c) Voluntary Termination by Employee. The Employee may voluntarily terminate his Employment at any time 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 health and welfare benefit plans will be determined in accordance with the terms and conditions of those plans.

(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 the Employee’s disability, then the Company will pay to the Employee his Base Salary in equal installments to be paid in accordance with the payroll policies of the Company as in effect on the date of termination (which will be at least every 30 days) for a twelve (12) month period following such termination (each payment shall be deemed to constitute a separate payment). The Company will also provide at the Company’s cost twelve (12) months of health care benefits for Employee and his family under the then existing basic group health benefit plans determined in accordance with the terms and conditions of those plans; provided, however, that if the Company’s group health plan is self-

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insured, such premiums will be paid by the Company on an after-tax basis to the Employee. After the end of the twelve (12) month period of health coverage after termination, the Employee shall be entitled to elect continuation coverage in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended and the applicable regulations.

(e) The Company’s obligation to pay the severance amounts is conditioned on Employee’s execution and delivery of the Company’s standard form Release of Claims Agreement.

4. Covenant Not to Compete. The Employee recognizes that the Company is engaged in a highly competitive business and that keeping the Company’s competitors from utilizing the Company’s production processes, know-how, and proprietary techniques and methods is of utmost importance. The Employee acknowledges that in his position as Senior Vice President – Operations he will be exposed and knowledgeable about the Company’s production process, know-how, proprietary techniques and methods and other confidential information. The Employee, therefore, agrees that during the term of his employment and for a period of three (3) years after the date of termination of employment for any reason, he will not accept employment or render service or assistance to the Company’s primary domestic competitor, Daybrook Fisheries or any affiliates thereof.

If the provisions of this Section 4 are violated in any material respect, the Company shall be entitled, upon application to any court of proper jurisdiction, to a temporary restraining order or preliminary injunction (without the necessity of posting any bond with respect thereto) to restrain and enjoin the Employee from that violation. If the provisions of this Section 4 should ever be deemed to exceed the time, geographic or occupational limitations permitted by the applicable law, the Employee and the Company agree that such provisions shall be and are hereby reformed to the maximum time, geographic or occupational limitations permitted by the applicable law.

5. Confidential Information. The Employee acknowledges that he has had and will continue to have access to trade secrets and other confidential, nonpublic and/or proprietary information of the Company, including information derived from production records, quality control reports, managers’ reports, claims reports investigations, research, marketing and sale programs, strategic plans, and customer lists (collectively, “Confidential Information”). The Employee agrees, therefore, that he will not at any time, either while employed by the Company or for a five (5)-year period thereafter, knowingly make any personal or independent use of, or knowingly disclose to any other person any Confidential Information. Confidential Information shall not include (i) information that becomes known to the public generally through no fault of the Employee, or (ii) information required to be disclosed by law or legal process or the order of any governmental authority under color of law. In the event of a breach or threatened breach by the Employee of the provisions of this Section 5 with respect to any Confidential Information, the Company shall be entitled to a temporary restraining order and a preliminary and permanent injunction (without the necessity of posting any bond in connection therewith) restraining the Employee from disclosing, in whole or in part, that Confidential Information.

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Sections 4 and 5 are not intended to replace or terminate, but are in addition to, the Employee’s Confidentiality, Assignment of Invention and Non-Compete Agreement previously executed by the Employee.

6. 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: Secretary
If to the Employee:	Joseph E. Kadi

7. Governing Law. 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.

8. 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 and 5 of this Agreement, this Agreement will terminate.

9. 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.

10. 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.

11. 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.

12. 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.

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13. 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 with the written 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.

14. Effect of Agreement. Subject to the provisions of Section 13 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.

15. 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.

16. 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.

17. Section 409A. The Company and Employee agree that this Agreement is intended to comply with the requirements of Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended, and the regulations and other guidance promulgated thereunder (the “Code”) or an exemption from Section 409A and, accordingly, this Agreement and Amendment shall be interpreted to be consistent with Section 409A. In the event that, as of the date of Employee’s “separation from service,” as defined in Treasury Regulation Section 1.409A-1(h), Employee is a “specified employee,” as defined in Treasury Regulation Section 1.409A-1(i), to the extent that any of the payments under this Agreement and Amendment payable on account of a separation from service, including without limitation, any payments in Sections 3d(i) and (ii) are deferred compensation subject to, and not exempt from, Code Section 409A, such amounts shall be paid not earlier than six (6) months after the date of the Employee’s separation from service within the meaning of Code Section 409A (“Waiting Period”); any payments withheld during the Waiting Period will be paid in a lump sum amount on the first business day of the seventh month following the Employee’s separation from service and payments thereafter shall be otherwise paid as provided herein. For the purposes of Code Section 409A, to the extent any payment under this Agreement is deferred compensation subject to and not exempt from Code Section 409A, the Employee’s termination from the Company shall mean a separation from service within the meaning of Code Section 409A.

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

OMEGA PROTEIN CORPORATION
By:
	Joseph L. von Rosenberg III
	President and Chief Executive Officer

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EMPLOYEE

Joseph E. Kadi

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EX-10.2

EXHIBIT 10.2

NONSTATUTORY STOCK OPTION AGREEMENT

OMEGA PROTEIN CORPORATION

2006 INCENTIVE PLAN

This Stock Option Agreement (the “Agreement”), is entered into as of February 3, 2009 between Omega Protein Corporation, a Nevada corporation (the “Company”), and [                                                                 ] (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, the Optionee has been selected to receive such award;

NOW, THEREFORE, in consideration of the premises, the terms and conditions set forth herein, the mutual benefits to be gained by the performance thereof and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Grant of Option. Pursuant to the Plan, the Company grants Optionee an option (the “Option” or “Stock Option”) to purchase              full shares (the “Optioned Shares”) of Common Stock at an Option Price equal to $4.02 per share. The Date of Grant of this Stock Option is February 3, 2009. The “Option Period” shall commence on the Date of Grant and shall expire on the date immediately preceding the tenth (10^th) anniversary of the Date of Grant. The Stock Option is a Nonstatutory Stock Option.

2. Subject to Plan. The Stock Option and its exercise are subject to the terms and conditions of the Plan, and the terms of the Plan shall control to the extent not otherwise inconsistent with the provisions of this Agreement. The capitalized terms used herein that are defined in the Plan shall have the same meanings assigned to them in the Plan. The Stock Option is subject to any rules promulgated pursuant to the Plan by the Committee.

3. Vesting: Time of Exercise. Except as specifically provided in this Agreement and subject to certain restrictions and conditions set forth in the Plan, the Stock Option shall be vested and exercisable as follows (it being understood that the right to purchase Option Shares shall be cumulative so that the Optionee may purchase on or after any such anniversary and

during the remainder of the Option Period those quantifies of Option Shares which the Optionee was entitled to purchase but did not purchase during any preceding period or periods):

a. With respect to 33.3% of the total Optioned Shares, the Stock Option shall vest and become exercisable on the first anniversary of the Date of Grant provided the Optionee is employed by (or, if the Optionee is a consultant or an Outside Director, is providing services to) the Company or a Subsidiary on that date.

b. With respect to 33.3% of the total Optioned Shares, the Stock Option shall vest and become exercisable on the second anniversary of the Date of Grant provided the Optionee is employed by (or, if the Optionee is a consultant or an Outside Director, is providing services to) the Company or a Subsidiary on that date.

c. With respect to 33.3% of the total Optioned Shares, the Stock Option shall vest and become exercisable on the third anniversary of the Date of Grant provided the Optionee is employed by (or, if the Optionee is a consultant or an Outside Director, is providing services to) the Company or a Subsidiary on that date.

d. A Optionee shall 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 of Optionee’s termination of employment with the Company and its Subsidiaries (whether voluntarily by the Optionee or involuntarily by the Company) (in either case, a “Termination of Employment”) for any reason other than for Cause or Optionee’s death or disability, the Option outstanding on such date of Termination of Employment, 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 Employment, the Option shall automatically lapse and be canceled unexercised as of such date.

In the event that Optionee’s employment is terminated for Cause, any Option granted pursuant to this Agreement whether vested or unvested shall be forfeited upon the date that the Optionee’s Termination of Employment. Termination for “Cause” shall mean (i) the Employee’s final conviction of a felony crime that enriched the Employee at the expense of the Company; or (ii) the Employee has deliberately and intentionally refused to carry out his duties in gross dereliction of those duties and, after receiving written notice to such effect from the Company, has failed to cure the existing problem within five (5) days. For purposes of determining whether Cause has occurred, no act or failure to act on the part of the Employee shall be considered “deliberate and intentional” unless it is taken or omitted to be taken by the Employee in bad faith or without a reasonable belief by the Employee that the Employee’s act or omission was in the best interests of the Company. For the purposes the definition of Cause, the term “Company” includes Subsidiaries of the Company.

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In the event of Optionee’s Termination of Employment 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 Employment, 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.

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

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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.

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

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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.

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.

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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.

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

2101 CityWest Blvd.

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Bldg. 3, Suite 500

Houston, TX 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.

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]

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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:                                                                                                  

Name: Joseph von Rosenberg III

Title: President and Chief Executive Officer

OPTIONEE:

[NAME]

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