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FIRST AMENDMENT TO
CHANGE OF CONTROL AGREEMENT
THIS FIRST
AMENDMENT TO CHANGE OF CONTROL AGREEMENT
(“Amendment”) is entered into by and between Trico
Marine Services, Inc., a Delaware Corporation (the
“Company”), and Tomas Salazar (the
“Employee”) as of December 9, 2008.
WHEREAS ,
the Company and the Employee have heretofore entered into that
certain Change of Control Agreement effective as of
January 23, 2007 (the “COC Agreement”);
and
WHEREAS ,
the Company and the Employee desire to amend the COC Agreement in
certain respects;
NOW,
THEREFORE , in consideration of the premises set forth above
and the mutual agreements set forth herein, the Company and the
Employee hereby agree, effective as of the date first set forth
above, that the COC Agreement shall be amended as hereafter
provided:
1. The first
sentence of Section 4 of the COC Agreement shall be deleted
and replaced in its entirety by the following:
“If
Employee’s employment is terminated (i) in connection
with, based upon, or within 12 months after, a Change of
Control and (ii) there has been a material diminution in the
nature or scope of the Employee’s duties and responsibilities
or the assignment to the Employee of duties and responsibilities
that are materially inconsistent with the position referred to in
Section 2 and that result in a material negative change to the
Employee, then the Company shall provide the Employee with the
Change of Control Benefits; provided, however, that any such
termination by the Employee must occur within 60 days of an
event described in clause (ii) and, prior to such termination,
the Employee must give written notice to the Company of the reason
for his termination and the reason must remain uncorrected for
30 days following such written notice. For all purposes of
this Agreement, the Employee shall be considered to have
termin
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