0001193125-12-002125 Sample Contracts

RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • January 4th, 2012 • Omega Protein Corp • Fats & oils • Nevada

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 1st 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.

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EMPLOYMENT AGREEMENT
Employment Agreement • January 4th, 2012 • Omega Protein Corp • Fats & oils • Texas

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”).

NON-STATUTORY STOCK OPTION AGREEMENT OMEGA PROTEIN CORPORATION
Non-Statutory Stock Option Agreement • January 4th, 2012 • Omega Protein Corp • Fats & oils • Nevada

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”).

AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • January 4th, 2012 • Omega Protein Corp • Fats & oils • Texas

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”).

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