EXHIBIT 10.1
FIRST AMENDMENT TO THE AMENDED
AND RESTATED
EXECUTIVE EMPLOYMENT
AGREEMENT
WHEREAS, Omega Protein Corporation
(the “Company”) and Joseph L. von Rosenberg III (the
“Executive”) entered into the Amended and Restated
Executive Employment Agreement (the “Agreement”)
December 31, 2007; and
WHEREAS, the Company and Executive
desire to amend the Agreement in order to satisfy certain
additional requirements of Section 409A of the Internal
Revenue Code of 1986 as amended and the rules, regulations and
notices thereunder (the “Code”);
NOW, THEREFORE, for consideration of
mutual promises, covenants and obligations contained herein, and
other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the Company and the Executive
hereby agree as follows:
1. The definition of Date of
Termination in Section 1 shall be amended to add the following
at the end thereof: “In addition, for the purposes of Code
Section 409A, with respect to any amounts that are deferred
compensation subject to or to the extent necessary to be exempt
from Code Section 409A, the Date of Termination shall mean the
Employee’s termination that is a “Separation from
Service” within the meaning of Code
Section 409A.”
2. The provisions of
Section 6.3(ii) are deleted in their entirety and the
following inserted “[This Section 6.3(ii) is
intentionally omitted.].”
3. Section 7 is amended to
substitute the number “3” for the number
“15.”
4. The following shall be added at
the end of Section 11.4: “The amount of expenses to be
reimbursed to Executive pursuant to this Section 11.4, that
are not due to tax audit or litigation which are subject to
Section 11.5, shall be made promptly after they are incurred
and, to the extent necessary, after reasonable written
documentation is provided (for Executive’s lifetime), but no
later than December 31 of the calendar year following the
calendar year in which such expenses were incurred. The amount of
such expenses eligible for payment or reimbursement during one
calendar year shall
