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 July 13, 2009, Dr. Mark E. Griffin, age 41, joined the Company as its Vice President - Research and Development.

From March 2009 to July 2009, Dr. Griffin served as Technical Director, Specialty Group of Land O'Lakes Purina Feed, LLC, a co-operative of agricultural producers and marketer of agriculture food products. From 2003 to March 2009, Dr. Griffin served as Director, Zoo and Aquaculture of Land O'Lakes Purina Feed,
LLC. Prior thereto, Dr. Griffin held several positions in the aquaculture, companion animal, zoo and private label divisions of Purina Mills, Inc. and Land O' Lakes Purina Feed, LLC. Dr. Griffin received his Bachelor of Science and a Ph.D from Purdue University.

The Company has entered into a letter agreement with Dr. Griffin pursuant to which he is entitled to receive an annual salary of $165,000 per year, a year-end cash bonus up to 30% of his base salary depending on targets to be determined by the Company, a non-qualified option to purchase 15,000 shares of the Company's common stock under the Company's 2006 Incentive Plan, relocation benefits, and the use of a Company vehicle. Dr. Griffin is also entitled to participate in the Company's health, welfare and retirement programs. The stock options have a 10 year life and a $3.75 strike price (the fair market value as defined by the Incentive Plan on the date of grant) and will vest in 1/3rd increments on each anniversary of the grant date.

The letter agreement is attached hereto as Exhibit 10.1 and the stock option agreement for the option grant is attached hereto as Exhibit 10.2 and each is incorporated herein by reference. The forgoing descriptions of the letter agreement and stock option agreement do not purport to be complete and are qualified in their entirety by reference to the attached agreements.

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Businesses Acquired

None.

(b) Pro Forma Financial Information

None.

(d) Exhibits

10.1    Letter Agreement between the Company and Dr. Mark E. Griffin dated
        June 12, 2009.
10.2    Stock Option Agreement between the Company and Dr. Mark E. Griffin dated
        July 13, 2009.