OMNI ENERGY SERVICES CORP
G. DARCY KLUG STOCK BASED AWARD INCENTIVE AGMT.
<DOCUMENT>
<TYPE>EX-10.8
<SEQUENCE>6
<FILENAME>h17681aexv10w8.txt
<DESCRIPTION>G. DARCY KLUG STOCK BASED AWARD INCENTIVE AGMT.
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.8

                                  G. DARCY KLUG
                                STOCK-BASED AWARD
                               INCENTIVE AGREEMENT

      WHEREAS, Section 8 of the Fourth Amended and Restated Omni Energy Services
Corp. Stock Incentive Plan (the "Plan") authorizes the Compensation Committee of
the Board of Directors (or a subcommittee thereof) (the "Committee") to grant
stock-based awards to eligible participants in the Plan;

      WHEREAS, G. Darcy Klug is such an eligible participant (the "Employee");

      WHEREAS, under Section 10.6 of the Plan, a participant receiving a grant
of a stock-based award shall enter into an incentive agreement with OMNI Energy
Services Corp. (the "Company") setting forth the conditions of the grant; and

      WHEREAS, the Committee has awarded the Employee the stock-based award set
forth below;

      NOW, THEREFORE, the Company and the Employee hereby, for mutual good and
valuable consideration the receipt of which is hereby acknowledged, enter into
this Stock-Based Award Incentive Agreement (the "Agreement"):

      1.    Grant of Stock-Based Award

            The Employee has been granted, effective October 1, 2003, the
      following stock-based award ("Stock-Based Award"):

            45% of 10% of the FMV greater than or equal to $1.00 but less than
            $1.50, plus

            45% of 15% of the FMV greater than or equal to $1.50 but less than
            $2.50; plus

            45% of 20% of the FMV greater than or equal to $2.50 but less than
            $10.00; plus

            45% of 15% of the FMV greater than or equal to $10.00 but less than
            $20.00; plus

            45% of 10% of the FMV greater than or equal to $20.00.

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      2.    Payment of Stock-Based Award

            The amount of the Stock-Based Award ("SBA") shall become fixed: (a)
      on the date of the Employee's termination of employment (for any reason
      other than resignation or Termination for Cause), (b) 90 days after the
      Employee's death or Disability or (c) upon a Change of Control. The amount
      of the SBA shall be paid in full, upon the occurrence of any of the events
      described in subparagraphs (i), (ii) and (iii) below, as follows:

            (i)   In cash in the event of a Change of Control;

            (ii)  In cash in the event of receipt by the Company of a bona fide
                  fair value offer the acceptance of which (though rejected by
                  the Board and not submitted to the Shareholders for a vote)
                  would result in a Change of Control, provided that the offer
                  is supported by an independent fairness opinion;

            (iii) In cash or on other mutually agreeable terms in the event of
                  Termination Without Cause; or

            (iv)  In the event of resignation or Termination for Cause, 100% of
                  the SBA shall be forfeited;

      3.    Definitions

            For purposes of this Agreement:

            (a)   "FMV" shall mean Fair Market Value which shall be the average
                  closing price per Share on the NASDAQ National Market over the
                  five prior trading days times the number of issued and
                  outstanding Shares; provided however, that for purposes of a
                  death or Disability valuation, the FMV shall be the average
                  closing price per Share on the NASDAQ National Market over the
                  ten (10) trading days commencing with the ninetieth (90th) day
                  following the death or the Disability determination;

            (b)   "Share" shall mean a share of common stock, $.01 par value per
                  share, of the Company;

            (c)   The term "Change of Control" is defined to include:

                  (i)   A tender offer or exchange offer made and consummated
                        for ownership of Company stock representing 80% or more
                        of the combined voting power of the Company's
                        outstanding securities;

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                  (ii)  The sale or transfer of substantially all of the
                        Company's assets to another corporation which is not a
                        wholly-owned subsidiary of the Company;

                  (iii) Any merger or consolidation of the Company with another
                        corporation, where less than 20% of the outstanding
                        voting shares of the surviving or resulting corporation
                        are owned in the aggregate by the Company's stockholders
                        as of the record date entitling shareholders to vote on
                        a merger or consolidation; or

                  (iv)  Any contested election or other event (including one or
                        more voluntary resignations) which results in a 50% or
                        greater change in the composition of the independent
                        members of the Company's board of directors during the
                        period commencing on the day after the Company's annual
                        shareholders' meeting and ending at the close of
                        business of the Company's next annual shareholders'
                        meeting.

            (d)   The term "Disability" shall mean that Employee (i) 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, (ii) such incapacity shall exist or be
                  reasonably expected to exist for more than 180 days in the
                  aggregate during any period of 12 consecutive months, and
                  (iii) either Employee or the Committee 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 the Company Disability
                  policy 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 or the Committee shall have
                  given the other 60 days written notice of his or its intention
                  to terminate Employee's active employment because of such
                  Disability;

            (e)   The term "Termination for Cause" shall mean termination of
                  employment of the Employee at the direction of the Board of
                  the Company upon occurrence of any of the following events:

                  (i)   Employee's gross negligence or willful misperformance of
                        his duties for a period of thirty (30) days after
                        written notice of such determination by the Board and
                        Employee's failure to correct such conduct within such
                        thirty-day period;

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                  (ii)  Employee's conviction of a felony;

                  (iii) Employee's conviction of any crime other than a felony
                        involving moral turpitude or dishonesty which, in the
                        reasonable opinion of the Board of the Company, after
                        consultation with the Employee, would impair Employee's
                        ability to perform his duties on a regular basis;

                  (iv)  Employee's willful failure or refusal to comply with
                        written Company policies, standards or regulations after
                        publication thereof and for a period of thirty (30) days
                        after written notice of such failure or refusal and the
                        reasonable determination of the Board that such
                        continued failure or refusal is likely to have a
                        material adverse impact on the Company;

                  (v)   Employee's breach of his duty of loyalty to the Company
                        where the Board of the Company determines that such
                        breach is reasonably likely to have a material adverse
                        impact on the Company and Employee fails to cure such
                        breach within thirty (30) days after written notice
                        thereof from the Company; or

                  (vi)  Reasonable determination by the Board of the Company
                        that Employee has committed a crime of fraud against, or
                        theft or embezzlement from, the Company.

            (f)   The term "Termination Without Cause" shall mean any
                  termination of employment that is not the result of
                  resignation, death, Disability or Termination for Cause;

            (g)   All other defined terms (reflected by an initial
                  capitalization) shall have the same meaning as under the Plan.

      4.    No Voting Rights

            The Employee shall have none of the rights of a shareholder with
      respect to the SBA.

      5.    No Right to Assign

            The SBA may not be assigned, pledged, alienated or transferred, but
      are heritable.

      6.    Tax Benefit Rights

            Any Tax Benefit Rights with respect to the SBA have been separately
      negotiated and granted outside this Agreement.

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      7.    Other Terms and Conditions

            This Agreement shall be subject to the terms of the Plan (including
      tax withholding under Section 10 of the Plan), which shall be controlling.

      8.    Amendment

            This Agreement may be amended by written agreement signed by all the
      Signatories below.

      9.    Term

            This Agreement and all rights granted herein shall terminate on
      December 31, 2008 or upon termination of Employee's employment, whichever
      occurs last.

                                                  EMPLOYEE:

      June __, 2004                               ____________________________
                                                  G. Darcy Klug

                                                  COMPENSATION COMMITTEE:

      June___, 2004                               By: _________________________
                                                  Name: _______________________
                                                  Title:________________________

                                                  COMPANY:

                                                  Omni Energy Services Corp.

      June___, 2004                               By: _________________________
                                                  Name: _______________________
                                                  Title:________________________

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