Summary of OMEGA PROTEIN CORP

Change in Directors or Principal Officers, Financial Statements and Exhibits

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:

                                                                               Number of
Officer                                           Title                         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.

(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.