**EXHIBIT 10.27****CHANGE OF CONTROL AGREEMENT**          This Change of Control Agreement (the “Agreement”) is entered into as of January 23, 2007between Trico Marine Services, Inc. (the “Company”) and Tomas Salazar (the “Employee”).          **WHEREAS**, the Employee is currently employed by Company as its Director of International Salesand Marketing; and          **WHEREAS**, the Company is desirous of continuing to employ the Employee in such capacity on theterms and conditions, and for the consideration, hereinafter set forth and the Employee is desirousof 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 obligationscontained herein, the Company and the Employee agree as follows: 1. **Effective Date**. Effective as of January 23, 2007 (the “Effective Date”) theEmployee’s employment by the Company shall be subject to the terms and conditions of thisAgreement.  2. **Position**. From and after the Effective Date, the Company shall employ theEmployee in the position of Director of International Sales and Marketing 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 positionreferred to in Section 2 and to perform diligently and to the best of his abilities theduties and services appertaining to such office, as well as such additional duties andservices appropriate to such office which the parties mutually may agree upon from time totime. The Executive’s employment shall also be subject to the policies maintained andestablished by Company that are of general applicability to Company’s executive employees,as such policies may be amended from time to time.  4. **Change in Control Benefits**. If the Employee’s employment is terminated (i) inconnection with, based upon, or within 12 months after, a Change in Control, and (ii) therehas been a significant reduction in the nature or scope of the Employee’s duties andresponsibilities or the assignment to the Employee of duties and responsibilities that arematerially inconsistent with the position referred to in Section 2, then the Company shallprovide the Employee with the Change in Control Benefits. Any lump sum cash payment due tothe Employee pursuant to the preceding sentence shall be paid to the Employee within fivebusiness 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 Companywith another entity, a consolidation involving Company, or the sale of all orsubstantially 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 orevent do not beneficially own immediately after such transaction or event equitysecurities of the resulting entity entitled to 50% or more of the votes then eligible tobe cast in the election of directors generally (or comparable governing body) of theresulting entity in substantially the same proportions that they owned the equitysecurities of Company immediately prior to such transaction or event or (B) the personswho were members of the Board of Directors immediately prior to such transaction orevent shall not constitute at least a majority of the board of directors of theresulting entity immediately after such transaction or event, (ii) the dissolution orliquidation of Company, (iii) when any person or entity, including a “group” ascontemplated 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 outstandingsecurities 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 whowere members of the Board of Directors immediately before such election shall cease toconstitute a majority of the Board of Directors. For purposes of the precedingsentence, (1) “resulting entity” in the context of a transaction or event that is amerger, consolidation or
 

 
   sale of all or substantially all assets shall mean the surviving entity (or acquiringentity in the case of an asset sale) unless the surviving entity (or acquiring entity inthe case of an asset sale) is a subsidiary of another entity and the holders of commonstock of Company receive capital stock of such other entity in such transaction orevent, 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 aChange 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 governingbody) of the resulting entity.   For purposes of this Agreement, “Change in Control Benefits” means (i) a lump sum cashpayment equal to the sum of: (A) one times the Employee’s annual base salary at the ratein effect on the date of termination of the Employee’s employment (or, if higher, theEmployee’s annual base salary in effect immediately prior to the Change in Control), (B)one times the higher of (1) the Employee’s highest annual bonus paid during the threemost recent fiscal years or (2) the Employee’s Target Bonus (as provided in Company’sannual cash incentive plan) for the fiscal year in which the Employee’s date oftermination occurs, and (C) any bonus that the Employee has earned and accrued as of thedate of termination of the Employee’s employment which relates to periods that haveended on or before such date and which have not yet been paid to the Employee byCompany; and (ii) all of the outstanding stock options, restricted stock awards andother equity based awards granted by Company to the Employee shall become fully vestedand immediately exercisable in full on the date of termination of Executive’semployment.  5. **Notices**. For purposes of this Agreement, notices and all other communicationsprovided for herein shall be in writing and shall be deemed to have been duly given whenpersonally delivered or when mailed by United States registered or certified mail, returnreceipt requested, postage prepaid, addressed as follows:   **If to Company to:** Trico Marine Services, Inc.2401 Fountainview, Suite 920Houston, Texas 77057Attention: General Counsel   **If to Employee to:** Tomas Salazar   or to such other address as either party may furnish to the other in writing inaccordance herewith, except that notices or changes of address shall be effective onlyupon receipt.  6. **Applicable Law**. This Agreement is entered into under, and shall be governedfor 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 anybreach by the other party of, or to require compliance with, any condition or provision ofthis Agreement shall be deemed a waiver of similar or dissimilar provisions or conditionsat the same or at any prior or subsequent time.  8. **Severability**. If a court of competent jurisdiction determines that anyprovision of this Agreement is invalid or unenforceable, then the invalidity orunenforceability of that provision shall not affect the validity or enforceability of anyother provision of this Agreement, and all other provisions shall remain in full force andeffect.  9. **Counterparts**. This Agreement may be executed in one or more counterparts, eachof which shall be deemed to be an original, but all of which together will constitute oneand the same Agreement.  10. **Assignment**. This Agreement shall be binding upon and inure to the benefit ofCompany and any successor of Company, by merger or otherwise. Except as provided in thepreceding sentence, this Agreement, and the rights and obligations of the partieshereunder, are personal and neither this Agreement, nor any right, benefit, or obligationof either party hereto, shall be subject to voluntary or
 

 
   involuntary assignment, alienation or transfer, whether by operation of law orotherwise, without the prior written consent of the other party. 11. **Entire Agreement**. All understandings and agreements preceding the date ofexecution of this Agreement (except for written offer letter signed by an officer of theCompany to the Employee) and relating to the subject matter hereof are hereby null and voidand of no further force and effect. Any modification of this Agreement will be effectiveonly if it is in writing and signed by the party to be charged.          **IN WITNESS WHEREOF**, the parties hereto have executed this Agreement on the 23rd dayof January 2007, to be effective as of the Effective Date.      **TRICO MARINE SERVICES, INC.**