Employment Agreement - Gregory B. Milton


 Exhibit 10.1 
 GREGORY B. MILTON 
 EMPLOYMENT AGREEMENT 
 This Employment Agreement (this “Agreement”) is made effective as of May 1, 2008 and is entered by OMNI Energy Services Corp.
(“OMNI”), a Louisiana corporation, and Gregory B. Milton, a resident of Crowley, Louisiana (“Employee”). In order to protect the goodwill OMNI and in consideration of the premises and the mutual covenants contained herein, the
parties hereby agree as follows: 
 1. Employment. OMNI hereby agrees to employ Employee and Employee hereby agrees to work for OMNI
as its Chief Accounting Officer and Vice President, or such other salaried, executive position as OMNI and Employee shall mutually agree. So long as Employee is employed by OMNI, Employee shall devote Employee’s skill, energy and substantially
all of his business-related efforts to the faithful discharge of Employee’s duties as a salaried, exempt employee of OMNI. In providing services hereunder, Employee shall comply with and follow all directives, policies, standards and
regulations from time to time established by the Board of Directors of OMNI. 
 2. Term of Employment. Employee’s employment by
OMNI pursuant to this Agreement shall continue in effect until December 31, 2010 (the “Initial Period”), which shall be automatically extended for additional, successive one year periods (the “Additional Periods”), unless
either party gives notice of non-renewal as provided in Section 6(d) or otherwise terminates this Agreement in accordance with the other provisions of Section 6. 
 3. Representations and Warranties. Employee represents and warrants that Employee is under no contractual or other restrictions or obligations
that will limit Employee’s activities on behalf of OMNI or will prohibit or limit the disclosure or use by Employee of any information which directly or indirectly relates to the business of OMNI or the services to be rendered by Employee under
this Agreement. 
 4. Compensation. Subject to the provisions of Section 6, Employee will be entitled to the compensation and
benefits set forth in this Section 4. 
 (a) During the Initial Period, OMNI shall pay Employee an Annual Base Salary,
payable bi-weekly, in equal bi-weekly installments at a rate equal to $130,000 per year. In each Additional Period, OMNI shall pay to Employee an Annual Base Salary (not less than $130,000 per year) determined by the OMNI Board of Directors
following its annual salary and performance review. Employee’s Annual Base Salary will be reviewed annually in the second quarter of each fiscal year of Employee’s employment hereunder, commencing in the second quarter of fiscal year 2008.

 (b) Employee shall be eligible to receive an annual bonus commencing with calendar year 2008. The bonus targets will be
generated by OMNI’s CEO, approved by the OMNI Board of Directors, and presented to Employee on or before April 1 of the bonus year. The bonus will be determined and if appropriate, awarded by the Board during each calendar year beginning
with the 2008 calendar year, but will be paid following the closing of the books and records of OMNI for each such calendar year, but not later than April 1 of the following calendar year. 






 (c) All payments of salary and other compensation to Employee shall be made after
deduction of any taxes required to be withheld with respect thereto under applicable federal and state laws. 
 5. Fringe Benefits;
Expenses. 
 (a) During the term of employment of Employee hereunder, Employee shall be entitled to participate in all
employee benefit plans sponsored by OMNI and made available for salaried, exempt employees, including sick leave and disability leave, health insurance, and 401(k) plans and stock incentive plans, if any. 
 (b) OMNI will reimburse Employee for all reasonable business expenses incurred by Employee in the scope of Employee’s employment;
provided, however, that Employee must file expense reports with respect to such expenses and otherwise comply with OMNI’s policies as are in effect from time to time and are made known to Employee. 
 (c) During the term of employment of Employee hereunder, Employee shall be entitled to four (4) weeks paid vacation during each
calendar year (prorated for any partial year) and to paid holidays and other paid leave set forth in and in accordance with OMNI’s policies in effect from time to time for other salaried, exempt employees. Any vacation not used during a
calendar year may not be used during any subsequent period. Employee shall be compensated for any unused vacation upon termination of this Agreement for any reason. 
 6. Termination or Non-Renewal of Employment. 
 (a) Termination by OMNI Without
Cause. OMNI may terminate Employee’s employment hereunder at any time during the term of this Agreement without Cause by delivery of thirty (30) days prior written notice by OMNI to Employee. After such termination of employment OMNI
shall pay: (i) the Annual Base Salary then in effect in bi-weekly payments and in accordance with OMNI’s normal payroll practices for the greater of: the remainder of the Initial Period or twelve months, and (ii) vacation pay earned
but not taken to the date of such termination. Upon termination of Employee’s employment hereunder, Employee shall be deemed to have resigned from all offices, directorships, and committee positions then held with OMNI or any Affiliate.

 (b) Termination by Employee. Employee may terminate Employee’s employment hereunder at any time during the term
of this Agreement by delivery of thirty (30) days prior written notice by Employee to OMNI. Promptly after such termination of employment, OMNI shall pay to Employee an amount equal to the sum of: (i) Employee’s earned but unpaid
Annual Base Salary through the date of termination of employment at the rate in effect at the time of such termination and (ii) vacation pay earned but not taken to the date of such termination. Upon termination of Employee’s employment
hereunder, Employee shall be deemed to have resigned from all offices, directorships, and committee positions then held with OMNI or any Affiliate. 
  

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 (c) Termination for Cause. If OMNI terminates Employee’s employment for Cause
(as defined in Exhibit A attached hereto), by delivering written notice of termination setting forth the event or events constituting Cause and the effective date of such termination, the payments due to Employee shall be limited to the amounts
described in Section 6(b)(i) and (ii). Upon termination of Employee’s employment hereunder, Employee shall be deemed to have resigned from all offices, directorships, and committee positions then held with OMNI or any Affiliate.

 (d) Non-Renewal of Employment. Either OMNI or Employee may elect not to renew Employee’s employment hereunder
at the end of the Initial Period, or at the end of any Additional Period thereafter, by delivery of thirty (30) calendar days prior written notice by the electing party to the other party. At the expiration of the employment term, OMNI shall
pay to Employee an amount equal to the sum of: (i) Employee’s earned but unpaid Annual Base Salary through the date of termination of employment at the rate then in effect and (ii) vacation pay earned but not taken to the date of such
termination. Upon termination of Employee’s employment hereunder, Employee shall be deemed to have resigned from all offices, directorships, and committee positions then held with OMNI or any Affiliate. 
 (e) Waiver of Claims. In the event this Agreement is terminated by OMNI without Cause, Employee agrees to accept, in full
settlement of any and all claims, losses, damages and other demands that Employee may have arising out of such termination or non-renewal, as liquidated damages and not as a penalty, the payments and benefits set forth in this Agreement. Employee
hereby waives any and all rights Employee may have to bring any cause of action or proceeding contesting any such termination or non-renewal; provided, however, that such waiver shall not be deemed to affect Employee’s rights to enforce any
other obligations of OMNI unrelated to employment. Under no circumstances shall Employee be entitled to any compensation or confirmation of any benefits under this Agreement for any period of time following Employee’s date of termination if
Employee’s termination is for Cause. 
 (f) Death. If Employee dies during his employment by OMNI under this
Agreement, (i) the Employee’s employment will terminate on the date of his death, (ii) OMNI will pay to Employee’s estate the remainder of Employee’s Annual Base Salary at the rate then in effect through the end of the month
following the month in which such death occurred, and (iii) Employee’s estate shall be entitled to all rights and benefits that Employee may have under the terms of OMNI’s Employee Benefit Plans and Stock Incentive Plans, if any,
subject to the terms of those Plans. 
 (g) Disability. If Employee becomes disabled during his employment by OMNI as
the result of a Disability, (i) the Employee’s employment will terminate on the date of his Disability, (ii) OMNI will pay to Employee the remainder of Employee’s Annual Base Salary at the rate then in effect through the end of
the month following the month in which such Disability occurred, and (iii) Employee shall be entitled to all rights and benefits that Employee may have under the terms of OMNI’s Employee Benefit Plans and Stock Incentive Plans, if any,
subject to the terms of those Plans. 
  

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 7. Covenant Not to Compete. 
 (a) During Employee’s employment with OMNI or any of its Affiliates and thereafter during the Restricted Period (as defined in
Exhibit A attached hereto), Employee will not engage in or carry on, directly or indirectly, either in Employee’s individual capacity or as a member of a partnership or limited liability company, or as a shareholder, investor, owner, officer or
director of a corporation or other entity, or as an employee, agent, associate, manager or consultant of any person, partnership, limited liability company, corporation or other entity, any business in Texas, Louisiana, Mississippi, Utah, Alabama,
Arkansas, Wyoming or any parish or county thereof or of any other state (including but not limited to the Parishes and Counties listed on Exhibit “B”) or the offshore waters within one-hundred (100) miles of the coast of any such
state, that directly competes with any services or products produced, sold, provided, conducted or developed, by OMNI or its Affiliates on the date of termination of Employee’s employment including services described on Exhibit “C” as
Restricted Activities. 
 (b) Notwithstanding the foregoing, Employee shall not be deemed to be in violation of
Section 7(a) based solely on the ownership of less than five (5%) percent of any class of securities registered under the Securities Exchange Act of 1934, as amended. 
 (c) Employee acknowledges that the limitations set forth in this Section 7 are reasonable and necessary for the protection of OMNI
and its Affiliates. In this regard, Employee specifically agrees that the limitations as to period of time and geographic area, as well as all other restrictions on Employee’s activities specified herein, are reasonable and necessary for the
protection of OMNI and its Affiliates. 
 (d) In the event that there shall be any violation of the covenants set forth in
this Section 7, then the time limitation thereof shall be automatically extended for a period of time equal to the period of time during which such violation continues; and in the event OMNI is required to seek relief from such violation in any
court, board of arbitration or other tribunal, then the covenant shall be extended for a period of time equal to the pendency of such proceedings, including all appeals. 
 (e) Employee agrees that the remedy at law for any breach by Employee of this Section 7 will be inadequate and that OMNI shall also
be entitled to injunctive relief. 
 8. Non-solicitation. During Employee’s employment with OMNI or any of its Affiliates and
thereafter during the Restricted Period, Employee will not whether for the Employee’s own account or the account of any other Person (a) solicit, employ, or otherwise engage as an employee, independent contractor, or otherwise, any Person
who is an employee of OMNI or any of its Affiliates or in any manner induce or attempt to induce any employee of OMNI and any such Affiliate to terminate his employment with OMNI or such Affiliate or (b) interfere with OMNI’s or any of its
Affiliate’s relationship with any Person, including any Person who at any time during the Employee’s employment with OMNI, was an employee, contractor, supplier, or customer of OMNI or any of its Affiliates. 
 9. Confidential Information; Business Opportunity. During the term of Employee’s employment hereunder, and for five (5) years after
Employee’s termination of employment, 

  

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Employee shall not use or disclose, without the prior written consent of OMNI, Confidential Information (as defined in Exhibit A attached hereto) relating to
OMNI or any of its Affiliates, and upon termination of Employee’s employment will return to OMNI all written materials in Employee’s possession embodying such Confidential Information. Employee will promptly disclose to OMNI all
Confidential Information, as well as any domestic business opportunity related to OMNI or any of its Affiliates which comes to Employee’s attention during the term of Employee’s employment with OMNI. Employee will not take advantage of or
divert any such business opportunity for the benefit of Employee or any other Person (as defined in Exhibit A attached hereto) without the prior written consent of OMNI. Employee agrees that the remedy at law for any breach by Employee of this
Section 9 will be inadequate and that OMNI shall also be entitled to injunctive relief. 
 10. Intellectual Property. 

(a) To the extent they relate to, or result from, directly or indirectly, the actual or anticipated operations of OMNI or any of its
Affiliates, Employee hereby agrees that all patents, trademarks, copyrights, trade secrets, and other intellectual property rights, all inventions, whether or not patentable, and any product, drawing, design, recording, writing, literary work or
other author’s work, in any other tangible form developed in whole or in part by Employee during the term of this Agreement, or otherwise developed, purchased or acquired by OMNI or any of its Affiliates, shall be the exclusive property of OMNI
or such Affiliate, as the case may be (“Intellectual Property”). 
 (b) Employee will hold all Intellectual Property
in trust for OMNI or its Affiliates and will deliver all Intellectual Property in Employee’s possession or control to OMNI upon request and, in any event, at the end of Employee’s employment with OMNI. 
 (c) Employee shall assign to OMNI or its Affiliates, all property rights that Employee may now or hereafter have in the Intellectual
Property. Employee shall take such action, including, but not limited to, the execution, acknowledgment, delivery and assistance in preparation of documents, and the giving of testimony, as may be requested by OMNI to evidence, transfer, vest or
confirm OMNI’s or the Affiliates right, title and interest in the Intellectual Property. 
 (d) Employee will not contest
the validity of any invention, any copyright, any patent, or any trademark registration owned by or vesting in OMNI or any of its Affiliates under this Agreement. 
 11. Arbitration. Any controversy or claim arising out of or relating to this Agreement shall be submitted to and settled by arbitration administered by the American Arbitration Association under its National
Rules for the Resolution of Employment Disputes and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. This provision shall not preclude either party from seeking temporary injunctive
relief from a court of competent jurisdiction to enforce the provisions of paragraphs 7, 8, 9, or 10 of this Agreement. 
  

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 12. Definitions. As used in this Agreement, the terms defined in Exhibit A have the meanings
assigned to such terms in such exhibit. 
 13. Notices. All notices, requests, demands and other communications required by or
permitted under this Agreement shall be in writing and shall be sufficiently delivered if delivered by hand, by courier service, or sent by registered or certified mail, postage prepaid, to the parties at their respective addresses listed below:

 (a) If to Employee: 
 Gregory B. Milton 
 #3 W. Bayou Ct. 
 Crowley, Louisiana 70526 
 (b) If to OMNI: 
 OMNI Energy Services Corp. 
 P.O. Box 3761 
 Lafayette, LA 70502 
 Attention: President 
 Any party may change
such party’s address by furnishing notice to the other party in accordance herewith, except that notices of changes of address shall be effective only upon receipt. 
 14. Assignment. This Agreement is personal to Employee, and Employee shall not assign any of Employee’s rights or delegate any of Employee’s duties hereunder without the prior written consent of OMNI.
OMNI shall have the right to assign this Agreement to a successor in interest in connection with a merger, sale of substantially all assets, or the like; provided however, that an assignment of this Agreement to an entity with operations, products
or services outside of the industries in which OMNI or one of its Affiliates is then active shall not be deemed to expand the scope of Employee’s covenant not to compete with such operations, products or services without Employee’s written
consent. OMNI shall require any Person who is the successor (whether direct or indirect, by purchase, merger, consolidation, reorganization, or otherwise) to all or substantially all of the business and/or assets of OMNI to expressly assume and
agree to perform, by a written agreement, all of the obligations of OMNI under this Agreement. 
 15. Survival. The provisions of this
Agreement shall survive the termination of Employee’s employment hereunder in accordance with their terms. 
 16. Governing Law.
This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Louisiana without regard to the choice-of-law principles thereof. 
 17. Choice of Forum; Consent to Jurisdiction. Any suit, action or proceeding arising with respect to the validity, construction, enforcement or
interpretation of this Agreement, and all issues relating in any manner thereto, shall be brought in the United States District Court for the 

  

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Western District of Louisiana, Lafayette Division, or in the event that federal jurisdiction does not pertain, in the state courts of the State of Louisiana
in Lafayette Parish. Each of the parties hereto hereby submits and consents to the jurisdiction of such courts for the purpose of any such suit, action or proceeding and hereby irrevocably waives (a) any objection which any of them may now or
hereafter have to the placing of venue in such courts, and (b) any claim that any such suit, action or proceeding brought in such court has been brought in an inconvenient forum. 
 18. Binding Upon Successors. This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective
heirs, legal representatives, successors and permitted assigns. 
 19. Entire Agreement. This Agreement constitutes the entire
agreement between OMNI and Employee with respect to the terms of employment of Employee by OMNI and supersedes all prior agreements and understandings, whether written or oral, between them concerning such terms of employment. 
 20. Amendments and Waivers. This Agreement may be amended, modified or supplemented, and any obligation hereunder may be waived, but only by a
written instrument executed by the parties hereto. The waiver by either party of a breach of any provision of this Agreement shall not operate as a waiver of any subsequent breach. No failure on the part of any party to exercise, and no delay in
exercising, any right or remedy hereunder shall operate as a waiver hereof, nor shall any single or partial exercise of any such right or remedy by such party preclude any other or further exercise thereof or the exercise of any other right or
remedy. 
 21. Cumulative Rights and Remedies. All rights and remedies hereunder are cumulative and are in addition to all other
rights and remedies provided by law, agreement or otherwise. Employee’s obligations to OMNI and OMNI’s rights and remedies hereunder are in addition to all other obligations of Employee and rights and remedies of OMNI created pursuant to
any other agreement and to applicable law. 
 22. Construction. Each party to this Agreement has had the opportunity to review this
Agreement with legal counsel. This Agreement shall not be construed or interpreted against any party on the basis that such party drafted or authored a particular provision, parts of or the entirety of this Agreement. 
 23. Severability. In the event that any provision or provisions of this Agreement are held to be invalid, illegal or unenforceable by any court of
law or otherwise, the remaining provisions of this Agreement shall nevertheless continue to be valid, legal and enforceable as though the invalid or unenforceable parts had not been included therein. In addition, in such event the parties hereto
shall negotiate in good faith to modify this Agreement so as to affect the original intent of the parties as closely as possible with respect to those provisions which were held to be invalid, illegal or unenforceable. 
 24. Attorneys’ Fees and Costs. If any action at law or in equity is brought to enforce or interpret the terms of this Agreement, the
prevailing party shall be entitled to reasonable attorneys’ fees, costs and necessary disbursements in addition to any other relief to which it may be entitled. 
  

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 25. Management/Employment Agreements. By execution hereof, Employee represents and warrants that
he has no current employment agreements, management agreements or consulting agreements with any third party. 
 IN WITNESS WHEREOF, OMNI
Energy Services Corp. and Employee have executed this Agreement on the date first above written. 
  

			
	 EMPLOYEE

	
	 /s/ Gregory B Milton

	 Gregory B. Milton

	
	 OMNI ENERGY SERVICES CORP.

		
	 By:
	 	/s/ Ronald Mogel
	 Name:
	 	Ronald Mogel
	 Title:
	 	SVP - CFO


  

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 EXHIBIT A 
 DEFINITIONS 
 “Annual Base Salary” means the salary of Employee in effect at the
relevant time determined in accordance with Section 4(a) hereof. 
 “Affiliate” means, with respect to any Person, each
other Person who controls, is controlled by, or is under common control with the Person specified. 
 “Cause” when used in
connection with the termination of employment with OMNI, means the termination of Employee’s employment by OMNI by reason of: (i) the conviction of, or the entering of a guilty plea or plea of no contest with respect to, any felony, or the
equivalent thereof, or any crime or offense (whether or not for personal gain) that causes or may reasonably be expected to cause harm to the financial condition or business reputation of OMNI or any of its Affiliates or that involves theft, fraud,
embezzlement, moral turpitude, intentional damage to property of OMNI or any of its Affiliates or similar conduct; (ii) the commission (or attempted commission) by Employee of an act of fraud upon OMNI or any of its Affiliates; (iii) the
misuse or diversion (or attempted misuse or diversion) of any material amount of OMNI’s or any of its Affiliates’ funds or property; (iv) fraudulent or willful and material misrepresentation or concealment on any written report
submitted to OMNI or any of its Affiliates; (v) failure by Employee to adhere in any material respect to any written policy of OMNI or any of its Affiliates, breach of this Agreement in any material respect, or failure to perform material
duties assigned to Employee hereunder or the habitual neglect thereof, in each case described in this clause (v), after reasonable written notice and opportunity to cure has been given by OMNI; (vi) the appropriation (or attempted
appropriation) of a material business opportunity of OMNI or any of its Affiliates, including attempting to secure or securing personal profit in connection with any transaction entered into on behalf of OMNI or any of its Affiliates provided
Employee has been given reasonable notice and an opportunity to cure the alleged default; (vii) the engagement by Employee in any conflict of interest with OMNI or any of its Affiliates without compliance with OMNI’s conflict of interest
policy, if any, then in effect provided Employee has been given reasonable notice and an opportunity to cure the alleged default; (viii) the engagement by Employee, without the prior written approval of the Board of Directors of OMNI, in any
activity or venture which competes with the business of OMNI or any of its Affiliates; (ix) the engagement in any behavior or conduct which would constitute a material violation of the provisions of OMNI’s insider trading policy or a
material violation of any business ethics policy, if any, then in effect; (x) the engagement in any behavior or conduct which, in the judgment of the Board of Directors, is detrimental to or harms the business or reputation of OMNI or any of
its Affiliates; or (xi) the engagement by or acceptance of employment or of a consultancy with another corporation or entity. 
 “Confidential Information” includes information conveyed or assigned to OMNI or any of its Affiliates by Employee or conceived, compiled, created, developed, discovered or obtained by Employee from and during
Employee’s employment relationship with OMNI, whether solely by Employee or jointly with others, which concerns the affairs of OMNI or its Affiliates and which OMNI or any of its Affiliates could reasonably be expected to desire be held in








 
confidence, or the disclosure of which would likely be embarrassing, detrimental or disadvantageous to OMNI or its Affiliates and without limiting the
generality of the foregoing includes information relating to inventions, and the trade secrets, technologies, algorithms, methods, products, services, finances, business plans, marketing plans, legal affairs, supplier lists, client lists, potential
clients, business prospects, business opportunities, personnel assignments, contracts and assets of OMNI or any of its Affiliates and information made available to OMNI or any of its Affiliates by other parties under a confidential relationship.
Confidential Information, however, shall not include information (a) which is, at the time in question, in the public domain through no wrongful act of Employee, (b) which is later disclosed to Employee by one not under obligations of
confidentiality to OMNI or any of its Affiliates or Employee, (c) which is required by court or governmental order, law or regulation to be disclosed, or (d) which OMNI has expressly given Employee the right to disclose pursuant to written
agreement. 
 “Disability” means that Employee (a) has become physically or mentally incapable (excluding infrequent
and temporary absences due to ordinary illnesses) of properly performing the services required of him in accordance with his employment obligations, (b) such capacity shall exist or be reasonably expected to exist for more than 180 days in the
aggregate during any period of 12 consecutive months, and (c) either Employee and his physician or the OMNI Compensation Committee or Board of Directors shall have given the other 60 days written notice of his or its intention to terminate
Employee’s active employment because of such Disability. Notwithstanding the foregoing definition, Employee shall be deemed to have become disabled for purposes of this Agreement, if the insurer providing OMNI’s Disability policy (if any)
shall find, during the term of such policy and pursuant to the provisions of such policy, that Employee is so mentally or physically disabled as to be unable to reasonably engage in his job responsibility and that such Disability is permanent and
will be continuous during the remainder of Employee’s life, and either the Employee and his physician or the OMNI Compensation Committee or Board of Directors shall have given the other 60 days written notice of his or its intention to
terminate Employee’s active employment because of such Disability. 
 “Person” means any individual, corporation,
trust, partnership, limited partnership, foundation, association, limited liability company, limited liability partnership, joint stock association or other legal entity. 
 “Restricted Period” means the period beginning on the effective date of the termination of Employee’s employment with OMNI and its Affiliates for any reason (including non-renewal) and ending one
(1) year after the termination of Employee’s employment. 






 EXHIBIT B 
 SECTION 7 NON-COMPETE 
 PARISHES AND COUNTIES 
  

							
	 Texas
	  		  	Louisiana	  	Mississippi
	 Aransas
	  	Jones	  	Acadia	  	Amite
	 Archer
	  	Karnes	  	Allen	  	Hancock
	 Austin
	  	Kenedy	  	Ascension	  	Harrison
	 Baylor
	  	Kleberg	  	Assumption	  	Jackson
	 Bee
	  	Lavaca	  	Beauregard	  	Lamar
	 Brazoria
	  	Lee	  	Bienville	  	Lincoln
	 Brazos
	  	Liberty	  	Bossier	  	Marion
	 Brooks
	  	Limestone	  	Caddo	  	Pearl River
	 Burleson
	  	Live Oak	  	Calcasieu	  	Pike
	 Calhoun
	  	Madison	  	Cameron	  	
	 Chambers
	  	Matagorda	  	Desoto	  	Utah
	 Clay
	  	Montague	  	East Baton Rouge	  	Carbon
	 Coleman
	  	Navarro	  	Evangeline	  	Duchesne
	 Colorado
	  	Newton	  	Iberia	  	Grand
	 Cooke
	  	Nolan	  	Iberville	  	Uintah
	 Denton
	  	Nueces	  	Jackson	  	
	 Dewitt
	  	Orange	  	Jefferson	  	Alabama
	 Duval
	  	Palo Pinto	  	Jefferson Davis	  	Balwin
	 Eastland
	  	Parker	  	Lafayette	  	Mobile
	 Erath
	  	Polk	  	Lafourche	  	
	 Fannin
	  	Refugio	  	La Salle	  	Arkansas
	 Fayette
	  	Robertson	  	Lincoln	  	Conway
	 Fisher
	  	Sabine	  	Livingston	  	Faulkner
	 Fort Bend
	  	San Augustine	  	Orleans	  	Van Buren
	 Freestone
	  	San Patricio	  	Plaquemines	  	
	 Galveston
	  	Shackleford	  	Pointe Coupee	  	Wyoming
	 Goliad
	  	Starn	  	Red River	  	Fremont
	 Grayson
	  	Stephens	  	Sabine	  	Sublette
	 Grimes
	  	Stonewall	  	St. Bernard	  	Sweetwater
	 Hardeman
	  	Tarrant	  	St. Charles	  	
	 Hardin
	  	Taylor	  	St. James	  	Gulf of Mexico








							
	 Texas cont.
	  		  	Louisiana cont.	  	
	 Harris
	  	Throckmorton	  	St. John the Baptist	  	
	 Henderson
	  	Tyler	  	St. Landry	  	
	 Hidalgo
	  	Victoria	  	St. Martin	  	
	 Hill
	  	Walker	  	St. Mary	  	
	 Hood
	  	Waller	  	St. Tammany	  	
	 Hopkins
	  	Washington	  	Tangipahoa	  	
	 Jack
	  	Webb	  	Terrebonne	  	
	 Jackson
	  	Wharton	  	Vermillion	  	
	 Jasper
	  	Willacy	  	Webster	  	
	 Jefferson
	  	Wise	  	West Baton Rouge	  	
	 Jim Hogg
	  	Young	  		  	
	 Jim Wells
	  	Zapata	  		  	
	 Johnson
	  		  		  	







 EXHIBIT C 
 DESCRIPTION OF RESTRICTED ACTIVITIES 
  

	 	(1)	Seismic Drilling Services (Shot Hole Drilling) 

  

	 	(2)	Environmental Cleaning 


	 	a.	Offshore Tank & Vessel Cleaning 


	 	b.	Boat & Barge Cleaning 


	 	c.	NORM Decontamination Services 


	 	d.	Rig Pit Cleaning 

  

	 	(3)	Dockside Logistical Services 

  

	 	(4)	Salt Water Disposal Services 


	 	a.	Vacuum Services & Transportation 


	 	b.	Salt Water Disposal Wells 

  

	 	(5)	Wellhead Installation Services 

  

	 	(6)	Stress Relieving Services 

  

	 	(7)	Blasting and Painting Services 

  

	 	(8)	Drilling Fluids & Chemical Sales 

  

	 	(9)	Oilfield Equipment Rentals 


	 	a.	Pressure Washers 


	 	b.	Steam Cleaners 


	 	c.	Steam Generators 


	 	d.	Electric Generators 


	 	e.	Mud Buckets 


	 	f.	Mud Vacuum Units 


	 	g.	Mud Pumps 


	 	h.	Frac Tanks 


	 	i.	Round Bottom Frac Tanks 


	 	j.	Wireline Units 


	 	k.	Water Blasters 


	 	l.	Cooling / Bug Blower Fans 


	 	m.	Forklifts 


	 	n.	Light Towers