Summary of OMNI ENERGY SERVICES CORP

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

(e) The Board of Directors (the "Board") of OMNI Energy Services Corp. (the "Company") previously approved, subject to shareholder approval, an amendment to the Company's Seventh Amended and Restated Stock Incentive Plan (the "Plan") that would increase by 1,500,000 the aggregate number of shares of common stock that may be issued under the Plan from 4,250,000 to 5,750,000. At the Company's annual shareholders meeting held on May 27, 2009 (the "Annual Meeting"), the Company's shareholders approved the amendment to the Plan, which was included in the Eighth Amended and Restated Stock Incentive Plan attached as Appendix A to the Company's Definitive Proxy Statement filed with the Securities and Exchange Commission on April 29, 2009 and is attached as Exhibit 10.1 to this Current Report on Form 8-K.

At the Annual Meeting, the Company's shareholders approved, on an advisory basis, the ability of the Compensation Committee of the Board (the "Committee") to conduct an option replacement and repricing program pursuant to
Section 10.10B of the Plan which allows the Committee to cancel any incentive award granted under the Plan in consideration of a cash payment or an alternative award made to the participant of the cancelled award equal in value to the cancelled award. Accordingly, on May 29, 2009, the Committee replaced currently outstanding options to purchase shares of the Company's common stock issued under the Plan with exercise prices higher than the Company's closing stock price on May 29, 2009 ($2.28) and previously granted to the Company's current employees, officers, consultants and directors (the "Subject Options") with new stock options (the "New Options") having a value equal to the value of the Subject Options (determined using the Black-Scholes option pricing model), based on the closing price of the Company's stock on May 29, 2009 (the "Replacement Program"). Under the Replacement Program, the Committee replaced and repriced 1,487,465 Subject Options, including options to purchase 560,669 shares held by the Company's named executive officers. The following table sets forth information about the Subject Options replaced by the New Options and the New Options granted to the named executive officers:

                                           Number of       Current           Black Scholes Value of                        Number of         Black Scholes Value of
                                             Shares        Exercise              Subject Option                              Shares                New Options
                                           Underlying     Price of a                                            New        Underlying
                                            Subject        Subject           Per                             Exercise         New            Per
Name and principal position                 Options         Option          Option        Aggregate(2)       Price (1)      Options         Option        Aggregate(2)
James C. Eckert,                                   -                                     $            -                            -                     $            -

Advisory Director (3)

Brian J. Recatto,                             200,000    $       4.62    $     1.3831    $       276,620    $      2.28       168,820    $     1.6385    $       276,612

President and Chief
Executive Officer

Ronald D. Mogel,                              100,000    $       4.62    $     1.3831    $       138,310    $      2.28        84,410    $     1.6385    $       138,306

Senior Vice President
and Chief Financial Officer

John A. Harris, Vice                            2,502    $       2.32    $     1.2602    $         3,153    $      2.28         2,131    $     1.4793    $         3,152
President of Seismic                           30,000    $       2.59    $     1.3938    $        41,814    $      2.28        28,851    $     1.4493    $        41,813
Drilling Operations                            20,000    $       4.81    $     1.3968    $        27,936    $      2.28        16,832    $     1.6598    $        27,938
                                               25,000    $       5.14    $     1.1628    $        29,070    $      2.28        19,250    $     1.5100    $        29,068
                                               25,000    $      10.04    $     0.9899    $        24,748    $      2.28        15,585    $     1.5878    $        24,746

                                              102,502                                    $       126,721                       82,649                    $       126,717


Lawrence J. Shaw,                              20,000    $       4.81    $     1.3968    $        27,936    $      2.28        16,832    $     1.6598    $        27,938

Vice President of
Sales & Marketing

Nolan C. Vice, Jr.,                             9,167    $       2.32    $     1.2602    $        11,552    $      2.28         7,809    $     1.4793    $        11,552
Vice President of                              24,000    $       2.59    $     1.3938    $        33,451    $      2.28        23,081    $     1.4493    $        33,451
OMNI Land Rentals                              20,000    $       4.81    $     1.3968    $        27,936    $      2.28        16,832    $     1.6598    $        27,938
                                               60,000    $       5.14    $     1.1628    $        69,768    $      2.28        46,200    $     1.5100    $        69,762
                                               25,000    $      10.04    $     0.9899    $        24,748    $      2.28        15,585    $     1.5878    $        24,746

                                              138,167                                    $       167,455                      109,507                    $       167,449

(1) The closing price of the Company's common stock on May 29, 2009.

(2) Differences due to rounding. The Company truncated the number of New Option shares to the nearest whole share.

(3) Mr. Eckert served as the Company's President and Chief Executive Officer until his retirement from the Company effective June 30, 2008. He was retained by the Company as an independent contractor/consultant until June 30, 2009, and has served as an advisory director since the 2008 annual meeting of shareholders.