Exhibit 10.1
CHANGE OF CONTROL
AGREEMENT
This Change of Control Agreement
(the “ Agreement ”) is made and entered
into as of May 11, 2009, by and between Warren
Resources, Inc. (“Warren”) and
(the “ Employee ”). Capitalized terms
used in this Agreement shall have the meanings set forth in
Section 4 below.
1. Purpose . The purpose of
this Agreement is to encourage Employee to remain in the employ of
the Company and to continue to devote Employee’s full
attention to the success of the Company in the event of a Change of
Control, as such term is defined in Section 4 of this
Agreement.
2. Stock Option Award
Acceleration . In the event of a Change of Control, provided
that Employee complies with Section 5 below, all outstanding
stock options granted by the Company to Employee on March 4,
2009, exercisable at $0.51 per share of common stock, shall become
fully vested immediately on the effective date of the Change of
Control and may be exercised for a period of one (1) year
thereafter.
3. Failure to be hired by
the Company or Acquirer . In the event that the Employee does
not receive a job offer from the Company or the acquirer within
ninety (90) days after the Change of Control for annual cash
compensation that is within fifteen (15%) percent of the
Employee’s then current annualized base salary, the company
shall pay the Employee a cash severance payment equal to three
(3) months of his then current base salary, provided that the
Employee has complied with Section 5 below.
4. Definitions . Capitalized
terms used in this Agreement shall have the meanings set forth in
this Section 4.
4.1 “ Change of Control
” means (a) any “person” (as such term is
used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended (the “ Exchange
Act ”)), other than a trustee or other fiduciary
holding securities of the Company under an employee benefit plan of
the Company, becomes the “beneficial owner” (as defined
in Rule 13d-3 promulgated under the Exchange Act), directly or
indirectly, of sec
