Exhibit 10.1
 AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
 THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT
 W I T N E S S E T H:
 WHEREAS
 WHEREAS
 WHEREAS
 NOW, THEREFORE
 ARTICLE 1: EMPLOYMENT AND DUTIES
 1.1 Employment; Effective Date
 1.2 Positions
 1.3 Duties and Services
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1.4 Other Interests
 1.5 Duty of Loyalty
 ARTICLE 2: TERM AND TERMINATION OF EMPLOYMENT
 2.1 Term
 2.2 Companys Right to Terminate
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2.3 Executives Right to Terminate
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provided, however,
  2.4 Notice of Termination
 2.5 Deemed Resignations
 2.6 Separation from Service
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ARTICLE 3: COMPENSATION AND BENEFITS
 3.1 Base Salary
 3.2 Bonuses
 3.3 Other Perquisites
 Business and Entertainment Expenses
 Vacation
 Other Company Benefits
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ARTICLE 4: EFFECT OF TERMINATION AND CHANGE IN CONTROL ON COMPENSATION; ADDITIONAL PAYMENTS
 4.1 Defined Terms
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4.2 Termination By Expiration
 4.3 Termination By Company
 4.4 Termination By Executive
 4.5 Change in Control Benefits
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4.6 Certain Delayed Payments
 4.7 Additional Payments by Company
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4.8 Release and Full Settlement .
 4.9 No Duty to Mitigate Losses
 4.10 Liquidated Damages
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4.11 Other Benefits
 ARTICLE 5: OWNERSHIP AND PROTECTION OF INFORMATION; COPYRIGHTS
 5.1 Disclosure to Executive .
 5.2 Property of Company .
 5.3 Patent and Copyright Assignment .
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5.4 No Unauthorized Use or Disclosure . e.g. e.g.,
 5.5 Assistance by Executive .
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5.6 Remedies .
 ARTICLE 6: NON-COMPETITION OBLIGATIONS
 6.1 Non-competition Obligations .
 (i)
    
    engage in any offshore supply vessel business serving the oil and gas
industry that is competitive with the business conducted by Company or its
affiliates;(ii)
    
    render any advice or services to, or otherwise assist, any other
person, association, or entity who is engaged, directly or indirectly, with any
offshore supply vessel business serving the oil and gas industry that is
competitive with the business conducted by Company or its affiliates;(iii)
    
    induce any employee of Company or its affiliates to terminate his or
her employment with Company or its affiliates, or hire or assist in the hiring
of any such employee by any person, association, or entity not affiliated with
Company; or(iv)
    
    request or cause any customer of Company or its affiliates to terminate
any business relationship with Company or its affiliates.
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6.2 Enforcement and Remedies .
 6.3 Reformation .
 ARTICLE 7: MISCELLANEOUS
 7.1 Notices
 If to Company to:
    
    Trico Marine Services, Inc.3200 Southwest FreewaySuite 2950Houston, Texas 77027Attention: General CounselIf to Executive to:
    
    Joseph S. Compofelice18 Netherfield WayThe Woodlands, Texas 77382
  7.2 Applicable Law
 7.3 No Waiver
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7.4 Severability
 7.5 Counterparts
 7.6 Withholding of Taxes and Other Employee Deductions
 7.7 Headings
 7.8 Gender and Plurals
 7.9 Affiliate
 7.10 Assignment
 7.11 Term
 7.12 Entire Agreement
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IN WITNESS WHEREOF
 TRICO MARINE SERVICES, INC.By:
    
    /s/ Rishi A. VarmaName:
    
    Rishi VarmaTitle:
    
    Chief Administrative Officer, Vice President

and General CounselEXECUTIVE/s/ Joseph S. CompofeliceJoseph S. Compofelice
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