SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Exhibit 10.45

SECOND AMENDED AND RESTATED
EMPLOYMENT AGREEMENT

      THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is made by and between Trico Marine Services, Inc., a Delaware corporation (“Company”), and David Michael Wallace (“Executive”).

W I T N E S S E T H:

      WHEREAS, Executive and Company have heretofore entered into an Amended and Restated Employment Agreement effective as of January 1, 2007 (the “Prior Agreement”); and

      WHEREAS, both Employee and Company are desirous of revising certain of the terms and conditions in the Prior Agreement and amending and restating the Prior Agreement in the form of this Agreement; and

      WHEREAS, Company is desirous of continuing to employ Executive in an executive capacity on the terms and conditions, and for the consideration, hereinafter set forth and Executive is desirous of continuing to be employed by Company on such terms and conditions and for such consideration;

      NOW, THEREFORE , for and in consideration of the mutual promises, covenants and obligations contained herein, Company and Executive agree as follows:

ARTICLE 1: EMPLOYMENT AND DUTIES

      1.1 Employment; Effective Date . Effective as of December 9, 2008 (the “Effective Date”) and continuing for the period of time set forth in Article 2 of this Agreement, Executive’s employment by Company shall be subject to the terms and conditions of this Agreement.

      1.2 Positions . From and after the Effective Date, Company shall employ Executive in the positions of Vice President of Company, or in such other positions as the parties mutually may agree.

      1.3 Duties and Services . Executive agrees to serve in the position referred to in paragraph 1.2 and to perform diligently and to the best of his abilities the duties and services appertaining to such office, as well as such additional duties and services appropriate to such office which the parties mutually may agree upon from time to time. Executive’s employment shall also be subject to the policies maintained and established by Company that are of general applicability to Company’s executive employees, as such policies may be amended from time to time.

      1.4 Other Interests . Executive agrees, during the period of his employment by Company, to devote substantially all of his business time, energy and best efforts to the business and affairs of Company and its affiliates and not to engage, directly or indirectly, in any other business or businesses, whether or not similar to that of Company, except with the consent of the Board of Directors of Company (the “Board of Directors”). The foregoing notwithstanding, the parties recognize and agree that Executive may engage in other business activities that do not

conflict with the business and affairs of Company or interfere with Executive’s performance of his duties hereunder, which shall be at the sole determination of the Board of Directors.

      1.5 Duty of Loyalty . Executive acknowledges and agrees that Executive owes a fiduciary duty of loyalty to act at all times in the best interests of Company. In keeping with such duty, Executive shall make full disclosure to Company of all business opportunities pertaining to Company’s business and shall not appropriate for Executive’s own benefit business opportunities concerning Company’s business.

ARTICLE 2: TERM AND TERMINATION OF EMPLOYMENT

      2.1 Term . Unless sooner terminated pursuant to other provisions hereof, Company agrees to employ Executive for the period beginning on the Effective Date and ending on the first anniversary of the Effective Date (the “New Expiration Date”); provided, however, that beginning on the New Expiration Date, and on each anniversary of the New Expiration Date thereafter, if this Agreement has not been terminated pursuant to paragraph 2.2 or 2.3, then said term of employment shall automatically be extended for an additional one-year period unless on or before the date that is 30 days prior to the first day of any such extension period either party shall give written notice to the other that no such automatic extension shall occur.

      2.2 Company’s Right to Terminate . Notwithstanding the provisions of paragraph 2.1, Company shall have the right to terminate Executive’s employment under this Agreement at any time for any of the following reasons:

     (i) upon Executive’s death;

     (ii) upon Executive’s becoming incapacitated by accident, sickness, or other circumstances which, in the opinion of a physician selected by Company, renders him mentally or physically incapable of performing the duties and services required of him hereunder;

     (iii) for “Cause”, which shall mean Executive (A) has engaged in gross negligence or willful misconduct in the performance of the duties required of him hereunder, (B) has willfully refused without proper legal reason to perform the duties and responsibilities required of him hereunder, (C) has materially breached any material provision of this Agreement or any material corporate policy maintained and established by Company that is of general applicability to Company’s executive employees, (D) has willfully engaged in conduct that he knows or should know is materially injurious to Company or any of its affiliates, or (E) has been convicted of, or pleaded no contest to, a crime involving moral turpitude or any felony, or (F) has engaged in any act of serious dishonesty which adversely affects, or reasonably could in the future adversely affect, the value, reliability, or performance of Executive in a material manner; provided, however, that Executive’s employment may be terminated for Cause only if such termination is approved by at least a majority of a quorum (as defined in Company’s By-laws) of the members of the Board of Directors after Executive has been given written notice by Company of the specific reason for such termination and an opportunity for Executive, together with his counsel, to be heard before the Board of Directors; or

     (iv) for any other reason whatsoever, in the sole discretion of the Board of Directors.

Members of the Board of Directors may participate in any hearing that is required pursuant to paragraph 2.2(iii) by means of conference telephone or similar communications equipment by means of which all persons participating in the hearing can hear and speak to each other.

      2.3 Executive’s Right to Terminate . Notwithstanding the provisions of paragraph 2.1, Executive shall have the right to terminate his employment under this Agreement for any of the following reasons:

     (i) for “Good Reason”, which shall mean, within 60 days of and in connection with or based upon (A) a material breach by Company of any material provision of this Agreement (provided, however, that a reduction in Executive’s annual base salary that is consistent with reductions taken generally by other executives of Company shall not be considered a material breach of a material provision of this Agreement), (B) the assignment to Executive of duties and responsibilities that are materially inconsistent with the position referred to in paragraph 1.2 and that result in a material negative change to Executive, or (C) Executive not being offered a comparable position at the “resulting entity” (as defined in paragraph 4.1) in connection with a Change in Control. Prior to Executive’s termination for Good Reason, Executive must give written notice to Company of the reason for his termination and the reason must remain uncorrected for 30 days following such written notice; or

     (ii) at any time for any other reason whatsoever, in the sole discretion of Executive.

      2.4 Notice of Termination . If Company desires to terminate Executive’s employment hereunder at any time prior to expiration of the term of employment as provided in paragraph 2.1, it shall do so by giving written notice to Executive that it has elected to terminate Executive’s employment hereunder and stating the effective date and reason for such termination, provided that no such action shall alter or amend any other provisions hereof or rights arising hereunder. If Executive desires to terminate his employment hereunder at any time prior to expiration of the term of employment as provided in paragraph 2.1, he shall do so by giving a 30-day written notice to the Company that he has elected to terminate his employment hereunder and stating the effective date and reason for such termination, provided that no such action shall alter or amend any other provisions hereof or rights arising hereunder.

      2.5 Deemed Resignations . Any termination of Executive’s employment shall constitute an automatic resignation of Executive as an officer of Company and each affiliate of Company, and an automatic resignation of Executive from the Board of Directors (if applicable) and from the board of directors of any affiliate of Company and from the board of directors or similar governing body of any corporation, limited liability company or other entity in which Company or any affiliate holds an equity interest and with respect to which board or similar governing body Executive serves as Company’s or such affiliate’s designee or other representative.

      2.6 Separation from Service . For all purposes of this Agreement, Executive shall be considered to have terminated employment with the Company when Executive incurs a “separation from service” with the Company within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended, and applicable administrative guidance issued thereunder.

ARTICLE 3: COMPENSATION AND BENEFITS

      3.1 Base Salary . During the term of this Agreement, Executive shall receive a minimum annual base salary of $225,000. Executive’s annual base salary shall be reviewed by the Board of Directors (or a committee thereof) on an annual basis, and, in the sole discretion of the Board of Directors (or such committee), such annual base salary may be increased, but not decreased (except for a decrease that is consistent with reductions taken generally by other executives of Company), effective as of any date determined by the Board of Directors. Executive’s annual base salary shall be paid in equal installments in accordance with Company’s standard policy regarding payment of compensation to executives but no less frequently than monthly.

      3.2 (a) International Service Premium and Cost of Living Adjustment . For any portion of the term of this Agreement during which Executive is on foreign assignment, Executive shall receive an international service premium of 20% of his annual base salary.

          (b) Cost of Living Adjustment . The Company has engaged ORC, or a suitable alternative that is mutually agreeable by both parties, to determine any applicable variance in the cost of these items based on your host location, income, and family size. The purpose of the allowance is to offset the increase in the cost of these goods and services between the home and host locations. If the cost of living index is negative (i.e. the cost of goods and services is less at-host than in your home location), the Company will not recover the difference from you.

          This allowance will be reviewed semi-annually in June and December, and adjustments will be made accordingly.

          This allowance includes a factor for currency fluctuations, so a separate currency adjustment calculation will not be made. If the currency in the host location varies wildly relative to your home-country currency, more frequent reviews of the index will occur to ensure that you are not significantly affected by those fluctuations. The cost of living adjustment shall be paid in equal installments at the same time as Executive’s annual base salary under paragraph 3.1.

      3.3 Bonuses . During the term of this Agreement, Executive shall be eligible to participate in the Trico Incentive Bonus Plan, as amended from time to time, and for purposes of such plan, Executive shall be classified as a “Senior Manager” eligible for an Incentive Opportunity Zone with the following target payout multiples (where X” equals the target incentive opportunity as a percentage of annual base salary): a “Threshold Multiple of Target” of 0.25X, a “Target” of .50X and a “Maximum Multiple of Target” of .100X.

     Executive acknowledges that the individual component of Executive’s bonus determination shall be based substantially on his performance as an executive for Eastern Marine Services Limited.

      3.4 Other Perquisites . During the term of this Agreement while Executive is seconded to China for service as an executive of Eastern Marine Services Limited (the “Secondment”), Executive shall be afforded the following benefits as incidences of his Secondment, except to the extent provided prior to the Effective Date in accordance with the terms of the Prior Agreement:

     (i) Business and Entertainment Expenses – Subject to Company’s standard policies and procedures with respect to expense reimbursement as applied to its executive employees generally, Company shall reimburse Executive for, or pay on behalf of Executive, reasonable and appropriate expenses incurred by Executive for business related purposes, including dues and fees to industry and professional organizations and costs of entertainment and business development.

     (ii) Vacation – Executive shall be entitled to four weeks of paid vacation each calendar year (or such greater amount of vacation as provided to executives of Company generally) and to all holidays provided to executives of Company generally; provided, however, that for the period beginning on the Effective Date and ending on the last day of the calendar year in which the Effective Date occurs, Executive shall be entitled to four weeks of paid vacation (or such greater amount of vacation as provided to executives of Company generally) reduced by the number of vacation days that Executive has already used during such calendar year and prior to the Effective Date.

     (iii) Travel Expenses – Subject to Company’s standard policies and procedures with respect to expense reimbursement as applied to its executive employees generally, Company shall reimburse Executive for, or pay on behalf of Executive, reasonable and appropriate expenses incurred by Executive for reasonable costs of travel (including, for any Company-required business trips to Houston or other Company-designated locations, business class airfare for any travel segment of more than eight hours).

     (iv) Home Leave – For each year in term of this Agreement during which Executive is on foreign assignment, Company shall provide Executive with one round trip economy airfare each year between the location of Executive’s foreign assignment and Houston, Texas for Executive, his spouse and each dependent living with Executive at the location of his foreign assignment.

     (v) Cultural Orientation – Company shall reimburse Executive for, or pay on behalf of Executive, the reasonable costs of up to two days of cultural orientation upon initial arrival at the location of the foreign assignment for Executive, his spouse and his dependents living with him at the location of his foreign assignment.

     (vi) Language Lessons – Company shall reimburse Executive for, or pay on behalf of Executive, the reasonable costs of up to a total of 200 hours of appropriate foreign language lessons for Executive and his spouse.

     (vii) Housing in the United States – In the event Executive sells his home in the United States, Company shall reimburse Executive for, or pay on behalf of Executive, for up to $35,000 closing costs incurred by Executive in connection with the sale of such home.

     (viii) Housing plus utilities at Location of Foreign Assignment – Company shall provide Executive with an allowance not to exceed 50,000RMB plus utilities per month (as of the effective date hereof, approximately $6,300USD) for furnished housing and utilities for Executive, his spouse and his dependents living with him at the location of his foreign assignment.

     (ix) Education for Dependents – Company shall reimburse Executive for, or pay on behalf of Executive, reasonable costs of tuition, books, transportation, and pre-school assistance for dependents living with Executive at the location of his foreign assignment.

     (x) Relocation Allowance – Company shall reimburse Executive for, or pay on behalf of Executive, up to $10,000 of documented relocation costs in connection with Executive’s initial relocation to his foreign assignment.

     (xi) Security and Medical Evacuation – Company shall provide Executive, his spouse and his dependents living with him the location of his foreign assignment with security and medical evacuation services coordinated by International SOS.

     (xii) Storage of Personal Goods – Company shall reimburse Executive for, or pay on behalf of Executive, up to $3,600 per year of the costs incurred by Executive for the storage of personal items that are not shipped to the location of his foreign assignment.

     (xiii) Tax Assistance – Company shall reimburse Executive for, or pay on behalf of Executive, any foreign income tax due with respect to Executive’s compensation and benefits pursuant to this Article, and the reasonable fees of tax service providers for Executive in both the United States and the location of his foreign assignment.

     (xiv) Relocation Assistance – Company shall reimburse Executive for, or pay on behalf of Executive, the reasonable costs incurred by Executive to ship personal items to the location of his foreign assignment, limited to a total of 1,000 pounds for Executive and his spouse and 200 pounds for each dependent living with Executive. The remainder of Executive’s personal items, excluding furniture and large items, shall be shipped by land or sea for reasonable costs to be paid by Company.

     (xv) Medical and Dental Insurance – Executive and Company anticipate that Executive, his spouse and his dependents living with him at the location of his foreign

assignment will participate in a overseas medical and dental plan maintained and/or contributed to by Company or an affiliate. In addition, Executive and Company anticipate that Executive, his spouse and his dependents living with him outside the United States will participate in a United States medical and dental plan maintained and/or contributed to by Company.

     (xvi) Other Company Benefits - Executive and, to the extent applicable, Executive’s spouse, dependents and beneficiaries, shall be allowed to participate in all benefits, plans and programs, including improvements or modifications of the same, which are now, or may hereafter be, available to other executive employees of Company. Such benefits, plans and programs shall include, without limitation, the Company’s 401(k) plan, any profit sharing plan, thrift plan, health insurance or health care plan, life insurance, disability insurance, pension plan, supplemental retirement plan, vacation and sick leave plan, and the like which may be maintained by Company. Company shall not, however, by reason of this paragraph be obligated to institute, maintain, or refrain from changing, amending, or discontinuing, any such benefit plan or program, so long as such changes are similarly applicable to executive employees generally.

      3.5 Tax Benefits. For any portion of the period of this Agreement during which Executive is living outside the United States, Executive shall be afforded the following tax benefits as incidences of his employment:

     (i) The compensation and benefits described in paragraphs 3.2 and 3.4(iv), (v), (vi), (vii), (viii), (ix), (x), (xi), (xii), (xiii) and (xiv) shall be Tax Protected Items.

     (ii) Company shall provide Executive with tax equalization benefits as described in the Company’s Tax Equalization Policy; provided, however, that Company shall provide Executive with such tax equalization benefits no later than the end of the second calendar year beginning after the calendar year in which Executive’s U.S. federal income tax return is required to be filed, including any applicable extensions, for the year to which the compensation subject to such tax equalization benefit relates or, if later, the second calendar year beginning after the latest calendar year in which Executive’s foreign tax return or payment is required to be filed or made for the year to which the compensation subject to the tax equalization payment relates.

For purposes of this Agreement, the term “Tax Protected Items” shall with respect to a specified item of Executive’s compensation or benefits, the application of the Tax Equalization Policy to such item in a manner that provides such item “tax free” to Executive. Further, for purposes of this Agreement, the term “Tax Equalization Policy” shall mean Company’s US Tax Equalization Policy as described Exhibit A attached hereto.

ARTICLE 4: EFFECT OF TERMINATION AND CHANGE IN CONTROL ON COMPENSATION; ADDITIONAL PAYMENTS

      4.1 Defined Terms . For purposes of this Article 4, the following terms shall have the meanings indicated:

     “Change in Control” means (i) a merger of Company with another entity, a consolidation involving Company, or the sale of all or substantially all of the assets of Company to another entity if, in any such case, (A) the holders of equity securities of Company immediately prior to such transaction or event do not beneficially own immediately after such transaction or event equity securities of the resulting entity entitled to 50% or more of the votes then eligible to be cast in the election of directors generally (or comparable governing body) of the resulting entity in substantially the same proportions that they owned the equity securities of Company immediately prior to such transaction or event or (B) the persons who were members of the Board of Directors immediately prior to such transaction or event shall not constitute at least a majority of the board of directors of the resulting entity immediately after such transaction or event, (ii) the dissolution or liquidation of Company, (iii) when any person or entity, including a “group” as contemplated by Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, acquires or gains ownership or control (including, without limitation, power to vote) of more than 50% of the combined voting power of the outstanding securities of, (A) if Company has not engaged in a merger or consolidation, Company, or (B) if Company has engaged in a merger or consolidation, the resulting entity, or (iv) as a result of or in connection with a contested election of directors, the persons who were members of the Board of Directors immediately before such election shall cease to constitute a majority of the Board of Directors. For purposes of the preceding sentence, (1) “resulting entity” i