Exhibit 10.9
 CHANGE OF CONTROL AGREEMENT
  WHEREAS
 WHEREAS
 NOW, THEREFORE
 1.
    
    Effective Date. Effective as of April 16, 2010 (the Effective Date) the
Employees employment by the Company shall be subject to the terms and conditions of this
Agreement.2.
    
    Position. From and after the Effective Date, the Company shall employ the
Employee in the position of Chief Accounting Officer of the Company, or in such other
positions as the parties mutually may agree.3.
    
    Duties and Responsibilities. The Employee agrees to serve in the position
referred to in Section 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. The Employee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.4.
    
    Companys Right to Terminate. 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
Executive mentally or physically incapable of performing the duties and services
required of Executive hereunder;




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(iii) for Cause, which shall mean Executive (A) has engaged in gross negligence or
willful misconduct in the performance of the duties required of Executive hereunder,
(B) has willfully refused without proper legal reason to perform the duties and
responsibilities required of Executive 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 Executive 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 Executives 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.5.
    
    Executives Right to Terminate. Executive shall have the right to terminate
Executives 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) a material
diminution in the nature or scope of Executives duties and responsibilities, (C) the
assignment to Executive of duties and responsibilities that are materially inconsistent
with the positions referred to in paragraph 1.2 and that result in a material negative
change to Executive, (D) any material change in the geographic location at which
Executive must perform services, or (E) 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 Executives 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.




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For purposes of Section 2.3(i), a material change in the geographic location at which
Executive must perform services shall mean a requirement that Executive relocate to a
site more than seventy five (75) miles from Executives present business address.6.
    
    Termination Benefits. Means (i) a lump sum cash payment equal to the sum of:
(A) one year of Executives annual base salary at the rate in effect on the date of
termination of Executives employment, (B) the higher of (1) Executives highest annual
bonus paid during the three most recent fiscal years or (2) Executives Target Bonus (as
provided in Companys annual cash incentive plan) for the fiscal year in which Executives
date of termination occurs, and (C) any bonus that Executive has earned and accrued as of
the date of termination of Executives employment which relates to periods that have ended
on or before such date and which have not yet been paid to Executive by Company.7.
    
    Change in Control Benefits. If the Employees employment is (i) terminated
in connection with, based upon, or within 12 months after, a Change in Control, or (ii)
based upon, or within 12 months after, a Change of Control, there has been a significant
reduction 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, then the Company shall provide the Employee
with the Change in Control Benefits. Any lump sum cash payment due to the Employee
pursuant to the preceding sentence shall be paid to the Employee within five business days
of the date of the Employees termination of employment with the Company.For purposes of this Agreement, a Change of Control shall mean (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
(the Exchange Act), 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




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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 in the context of a transaction or event
that is a merger, consolidation or sale of all or substantially all assets shall mean
the surviving entity (or acquiring entity in the case of an asset sale) unless the
surviving entity (or acquiring entity in the case of an asset sale) is a subsidiary of
another entity and the holders of common stock of Company receive capital stock of such
other entity in such transaction or event, in which event the resulting entity shall be
such other entity, and (2) subsequent to the consummation of a merger or consolidation
that does not constitute a Change in Control, the term Company shall refer to the
resulting entity and the term Board of Directors shall refer to the board of
directors (or comparable governing body) of the resulting entity.Change in Control Benefits means (i) a lump sum cash payment equal to the sum
of: (A) 2.99 times Executives annual base salary at the rate in effect under paragraph
3.1 on the date of termination of Executives employment (or, if higher, Executives
annual base salary in effect immediately prior to the Change in Control), (B) 2.99
times the higher of (1) Executives highest annual bonus paid during the three most
recent fiscal years or (2) Executives Target Bonus (as provided in Companys annual
cash incentive plan) for the fiscal year in which Executives date of termination
occurs, and (C) any bonus that Executive has earned and accrued as of the date of
termination of Executives employment which relates to periods that have ended on or
before such date and which have not yet been paid to Executive by Company; (ii) all of
the outstanding stock options, restricted stock awards and other equity based awards
granted by Company to Executive shall become fully vested and immediately exercisable
in full on the date of termination of Executives employment.5.
    
    Notices. For purposes of this Agreement, notices and all other communications
provided for herein shall be in writing and shall be deemed to have been duly given when
personally delivered or when mailed by United States registered or certified mail, return
receipt requested, postage prepaid, addressed as follows:
 If to Company to:
    
    Trico Marine Services, Inc.10001 Woodloch Forest Drive, Suite 1600The Woodlands, Texas 77380Attention: General Counsel




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If to Employee to:
    
    Jeffrey FavretLouisiana
 or to such other address as either party may furnish to the other in writing in
accordance herewith, except that notices or changes of address shall be effective only
upon receipt.6.
    
    Applicable Law. This Agreement is entered into under, and shall be governed
for all purposes by, the laws of the State of Texas.7.
    
    No Waiver. No failure by either party hereto at any time to give notice of
any breach by the other party of, or to require compliance with, any condition or
provision of this Agreement shall be deemed a waiver of similar or dissimilar provisions
or conditions at the same or at any prior or subsequent time.8.
    
    Severability. If a court of competent jurisdiction determines that any
provision of this Agreement is invalid or unenforceable, then the invalidity or
unenforceability of that provision shall not affect the validity or enforceability of any
other provision of this Agreement, and all other provisions shall remain in full force and
effect.9.
    
    Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall be deemed to be an original, but all of which together will constitute
one and the same Agreement.10.
    
    Assignment. This Agreement shall be binding upon and inure to the benefit of
Company and any successor of Company, by merger or otherwise. Except as provided in the
preceding sentence, this Agreement, and the rights and obligations of the parties
hereunder, are personal and neither this Agreement, nor any right, benefit, or obligation
of either party hereto, shall be subject to voluntary or involuntary assignment,
alienation or transfer, whether by operation of law or otherwise, without the prior
written consent of the other party.11.
    
    Entire Agreement. All understandings and agreements preceding the date of
execution of this Agreement (except for written offer letter signed by an officer of the
Company to the Employee) and relating to the subject matter hereof are hereby null and
void and of no further force and effect. Any modification of this Agreement will be
effective only if it is in writing and signed by the party to be charged.




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IN
WITNESS WHEREOF th
 TRICO MARINE SERVICES, INC.By:

/s/
Rishi VarmaName:
    Rishi VarmaTitle:
    SVP and COO/s/
Jeffrey FavretJeffrey Favret