EX-10.5


 Exhibit 10.5 

WARREN RESOURCES, INC. 

2016 EQUITY INCENTIVE PLAN 

NOTICE OF RESTRICTED STOCK UNIT AWARD 

Subject to the terms and conditions of this Notice of Restricted Stock Unit Award (this “Notice”), the Restricted Stock Unit
Award Agreement attached hereto (the “Award Agreement”), and the Warren Resources, Inc. 2016 Equity Incentive Plan (the “Plan”), the below individual
(the “Participant”) is hereby granted the below number of Restricted Stock Units (the “RSUs”) in Warren Resources, Inc., a Delaware corporation
(the “Company”). Unless otherwise specifically indicated, all terms used in this Notice shall have the meaning as set forth in the Award Agreement or the Plan. 

Identifying Information: 
  

									
	Participant Name	 	  
	 		  	Date of Grant:	 	  

	and Address:	 	  
	 		  	Number of RSUs:	 	  

		 	  
	 		  	Vesting Commencement Date:	 	  


 Vesting Schedule: 

Subject to the Participant’s continuous status as a Service Provider, and the terms of the Plan and this Notice and the Award Agreement, the RSUs shall
vest over a [        ]-year period in accordance with the following vesting schedule (the “Vesting Schedule”): 

 

			
	Vesting Date	  	Nonforfeitable Percentage
	1st anniversary of the Vesting Commencement Date	  	25% shall vest, combined total of 25% vested
	2nd anniversary of the Vesting Commencement Date	  	25% shall vest, combined total of 50% vested
	3rd anniversary of the Vesting Commencement Date	  	25% shall vest, combined total of 75% vested
	4th anniversary of the Vesting Commencement Date	  	25% shall vest, combined total of 100% vested

 Notwithstanding the foregoing, the RSUs shall automatically become fully vested upon the earlier of: (i) the
Participant’s Disability, (ii) the Participant’s death, (iii) the Participant terminating his or her Service Provider status for Good Reason (as such term is defined in the Participant’s employment agreement), (iv) the Company
terminating the Participant’s Service Provider status without Cause, (v) the Participant’s Retirement, and (vi) immediately prior to the closing of a Change in Control of the Company. 

[SIGNATURES ON NEXT PAGE] 

  
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 By your signature and the signature of the Company’s representative below, the Participant
and the Company agree that the RSUs granted are governed by the terms and conditions of this Notice, the Award Agreement and the Plan. 
  

			
	WARREN RESOURCES, INC.
		
	By:	 	  

		
	Its:	 	  

		
	Dated:	 	  



 PARTICIPANT REPRESENTATIONS 

The Participant has reviewed this Notice, the Award Agreement and the Plan in their entirety, has had an opportunity to have such reviewed by
his or her legal and tax advisers, and hereby attests that he or she is relying solely on such advisors and not on any statements or representations of the Company or any of its agents or affiliates. The Participant represents to the Company
that he or she is familiar with the terms of this Notice, the Award Agreement and the Plan, and hereby accepts the RSUs subject to all of its terms. The Participant hereby agrees that all questions of interpretation and administration relating
to this Notice, the Award Agreement and the Plan shall be solely resolved by the Committee. 
 This Notice may be executed by the
Participant and the Company by means of electronic or digital signatures, which shall have the same force and effect as manual signatures. The Participant agrees that clicking “I Accept” in connection with or response to any
electronic communication or other medium has the effect of affixing the Participant’s electronic signature to this Notice. 
  

			
	PARTICIPANT:
		
	Signature:	 	  

		
	Print Name:	 	  

		
	Dated:	 	  




  
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 WARREN RESOURCES, INC. 

2016 EQUITY INCENTIVE PLAN 

RESTRICTED STOCK UNIT AWARD AGREEMENT 

Subject to the terms and conditions of the Notice of Restricted Stock Unit Award (the “Notice”), this Restricted Stock Unit
Award Agreement (this “Award Agreement”), and the Warren Resources, Inc. 2016 Equity Incentive Plan (the “Plan”), the individual set forth in the Notice (the “Participant”)
is hereby granted Restricted Stock Units (the “RSUs”) in Warren Resources, Inc., a Delaware corporation (the “Company”). Unless otherwise specifically indicated, all terms used in this Award
Agreement shall have the meaning as set forth in the Notice or the Plan. 
 1. Vesting Schedule and Risk of Forfeiture.

(a) Vesting Schedule. Subject to the Participant’s continuous service with the Company as a Service Provider and any other
limitations set forth in the Notice, the Plan or this Award Agreement, the RSUs shall vest in accordance with the Vesting Schedule provided in the Notice. 

(b) Risk of Forfeiture. The RSUs shall be subject to a risk of forfeiture until such time the risk of forfeiture lapses in
accordance with the above Vesting Schedule. All or any portion of the RSUs subject to a risk of forfeiture shall automatically be forfeited and immediately returned to the Company if the Participant’s continuous status as a Service
Provider is interrupted or terminated for any reason other than as permitted under the Plan. The Company shall implement any forfeiture under this Section 1 in a unilateral manner, without the Participant’s consent, and with no payment to
the Participant, cash or otherwise, for the forfeited RSUs. 
 2. Dividend Equivalent Rights. Subject to the terms and
conditions of this Award Agreement, the Notice and the Plan, the Participant is hereby granted a Dividend Equivalent Right (the “DER”) to accompany each RSU. Upon payment of a dividend to a holder of Shares, the Company
shall credit the Participant with a dollar amount equal to (i) the per Share dividend payment, multiplied by (ii) the number of unvested RSUs granted pursuant to this Award Agreement, provided that the Participant has not experienced a
“separation from service” (as defined in Treasury Regulation Section 1.409A-1(h)) with the Company and its Affiliates through the date that such dividend payment was made. Any DERs credited pursuant to the foregoing provisions
shall be subject to the same terms and conditions as the RSUs to which they are attributable and shall be forfeited at the same time as the RSUs to which they are attributable. 

3. Settlement of RSUs into Shares. Subject to the terms of this Award Agreement, on the date all or any portion of the RSUs become
nonforfeitable pursuant to the Vesting Schedule, each RSU that becomes nonforfeitable shall immediately and automatically be converted into one Share of the Company’s Common Stock and immediately thereafter shall be granted to the
Participant.

  
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 4. Taxes. The Participant hereby acknowledges and understands that he or she may
suffer adverse tax consequences as a result of the Participant’s receipt of, vesting in, or disposition of, the RSUs. 
 (a)
Representations. The Participant has reviewed with his or her own tax advisors the tax consequences of this Award Agreement and the RSUs granted hereunder, including any U.S. federal, state and local tax laws, and any other applicable
taxing jurisdiction. The Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Participant hereby acknowledges and understands that he or she (and not the
Company) shall be responsible for his or her own tax liability that may arise as a result of his or her receiving this Award Agreement and the RSUs granted hereunder. 

(b) Payment of Withholding Taxes. The Participant shall make appropriate arrangements with the Company for the satisfaction of all
U.S. federal, state, local and non-U.S. income and employment tax withholding requirements applicable to any RSUs that settle in Shares in accordance with Section 3. The Committee shall have the sole authority to determine whether a “net
withholding” may be permitted or is required for purposes of the Participant satisfying his or her obligations under this Section 4(b); provided that no Shares shall be withheld with a value exceeding the maximum individual statutory tax rate
for each applicable tax jurisdiction. The Participant hereby acknowledges his or her understanding that the Company’s obligations under this Award Agreement are fully contingent on the Participant first satisfying this Section
4(b). Therefore, a failure of the Participant to reasonably satisfy this Section 4(b) in accordance with the Committee’s sole and absolute discretion shall result in the automatic termination and expiration of this Award Agreement and the
Company’s obligations hereunder. The Participant hereby agrees that a breach of this Section 4(b) shall be deemed to be a material breach of this Award Agreement. 

(c) No Application of Section 409A. The RSUs and this Award Agreement are intended to avoid the application of Section 409A of the
Code (“Section 409A”) because there is no deferral arrangement. Notwithstanding any other provision in the Plan or this Award Agreement to the contrary, the Committee shall have the right, in its sole discretion, to
adopt such amendments to the Plan or this Award Agreement or take such other actions (including amendments and actions with retroactive effect) as the Committee determines are necessary or appropriate for the RSUs to comply with Section 409A. 

(d) Rule 10b5-1 Plan/Arrangement. If the Company does not approve a “net withholding” concept for the Participant to
satisfy his or her withholding obligation, then the Participant may instruct a broker whom it has selected to sell a number of Shares (that are issued under Section 3 hereof) equal to the number of Shares required to satisfy the Company’s
withholding obligations in this Section 4, as determined by the applicable supplemental withholding rate. 
 5. Transferability of
RSUs. The RSUs may not be transferred in any manner other than by will or by the laws of descent and distribution. Notwithstanding the foregoing, the Participant may designate one or more beneficiaries of the Participant’s RSUs in
the event of the Participant’s death on a beneficiary designation form provided by the Committee. The terms of this Award Agreement shall be binding upon the executors, administrators, heirs, successors and transferees of the Participant.


  
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 6. Rights as a Stockholder of the Company. The Participant’s receipt of the
grant of RSUs pursuant to this Award Agreement shall provide and confer no rights or status as a stockholder of the Company until such time the RSUs are converted in accordance with Section 3 of this Award Agreement. The Participants shall
have none of the rights of a stockholder of the Company with respect to the RSUs unless and until (i) Shares are issued to the Participant in accordance with Section 3 and (ii) the Participant executes a joinder to the Stockholders Agreement
(if not already a party to the Stockholders Agreement) to become effective upon the settlement of the RSUs by the delivery of Shares. 
 7.
Legality of Initial Issuance. No Shares shall be issued in accordance with Section 2 of this Award Agreement unless and until the Committee has determined that: (i) the Company and the Participant have taken all actions required to
register the Shares under the Securities Act or to perfect an exemption from the registration requirements thereof, if applicable; (ii) all applicable listing requirements of any stock exchange or other securities market on which the Shares are
listed has been satisfied; and (iii) any other applicable provision of state or U.S. federal law or other applicable law has been satisfied. 

8. Notice. Any notice required by the terms of this Award Agreement shall be given in writing and shall be deemed to be effective
upon personal delivery or upon deposit with the U.S. Postal Service, by registered or certified mail, with postage and fees prepaid. Notice shall be addressed to the Company at its principal executive office and to the Participant at the
address that he or she most recently provided to the Company. 
 9. Spousal Consent. To the extent the Participant is married,
the Participant agrees to (i) provide the Participant’s spouse with a copy of this Award Agreement prior to its execution by the Participant and (ii) obtain such spouse’s consent to this Award Agreement as evidenced by such
spouse’s execution of the Spousal Consent attached hereto as EXHIBIT A (Spousal Consent). 
 10. Successors and
Assigns. Except as provided herein to the contrary, this Award Agreement shall be binding upon and inure to the benefit of the parties to this Award Agreement, their respective successors and permitted assigns. 

11. No Assignment. Except as otherwise provided in this Award Agreement, the Participant shall not assign any of his or her rights
under this Award Agreement without the prior written consent of the Company, which consent may be withheld in its sole discretion. The Company shall be permitted to assign its rights or obligations under this Award Agreement, but no such
assignment shall release the Company of its obligations hereunder. 
 12. Construction; Severability. The captions used in this
Award Agreement are inserted for convenience and shall not be deemed to be a part of the RSUs for construction or interpretation. Except where otherwise indicated by the context, the singular shall include the plural and the plural shall
include the singular. Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise. The validity, legality or enforceability 

  
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of the remainder of this Award Agreement shall not be affected even if one or more of the provisions of this Award Agreement shall be held to be invalid, illegal or unenforceable in any respect.

 13. Administration and Interpretation. Any determination by the Committee in connection with any question or issue arising
under the Notice, the Plan or this Award Agreement shall be final, conclusive and binding on the Participant, the Company and all other persons. Any question or dispute regarding the interpretation of this Award Agreement or the receipt of the
RSUs hereunder shall be submitted by the Participant to the Committee. The resolution of such a dispute by the Committee shall be final and binding on all parties. 

14. Counterparts. This Award Agreement may be executed in any number of counterparts, any of which may be executed and transmitted
by facsimile, and each of which shall be deemed to be an original, but all of which together shall be deemed to be one and the same instrument. 

15. Entire Agreement; Governing Law; and Amendments. The provisions of the Plan and the Notice are incorporated herein by
reference. The Plan, the Notice and this Award Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and the
Participant with respect to the subject matter hereof, and may not be modified adversely to the Participant’s interest except by means of a writing signed by the Company and the Participant. This Award Agreement is governed by the laws of
the State of Texas applicable to contracts executed in and to be performed in that State. Notwithstanding the foregoing or any other provision in the Plan or this Award Agreement to the contrary, the Committee shall have the right, in its sole
discretion, to unilaterally adopt amendments to this Award Agreement or the Plan to the minimum extent necessary or appropriate (as determined by the Committee in its sole discretion) for the RSUs to comply with Section 409A. 

16. Venue. The Company, the Participant and the Participant’s assignees agree that any suit, action or proceeding arising out
of or related to the Notice, this Award Agreement or the Plan shall be brought in the United States District Court for the Southern District of Texas (or should such court lack jurisdiction to hear such action, suit or proceeding, in a Texas state
court in Harris County) and that all parties shall submit to the jurisdiction of such court. The parties irrevocably waive, to the fullest extent permitted by law, any objection the party may have to the laying of venue for any such suit,
action or proceeding brought in such court. If any one or more provisions of this Section 16 shall for any reason be held invalid or unenforceable, it is the specific intent of the parties that such provisions shall be modified to the minimum
extent necessary to make it or its application valid and enforceable. 
 17. No Guarantee of Service Provider Status. THE
PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF RSUs PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUOUS SERVICE AS A SERVICE PROVIDER AND AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED RSUs OR
ACQUIRING SHARES HEREUNDER). THE PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AWARD AGREEMENT, THE RIGHT GRANTED HEREUNDER, THE 

  
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TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD,
FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH THE PARTICIPANT’S RIGHT OR THE COMPANY’S/AFFILIATE’S RIGHT TO TERMINATE THE PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.

 18. Unsecured General Creditor. The Participant shall have no legal or equitable rights, interests or claims in any property
or assets of the Company due to the Notice, this Award Agreement and the grant of RSUs hereunder. For purposes of the payment of benefits under the Notice and this Award Agreement, the Participant shall have no more rights than those of a
general creditor of the Company. The Company’s obligation under the Notice and this Award Agreement shall be that of a conditional unfunded and unsecured promise to pay money or property in the future. 

19. Waiver. Failure to insist upon strict compliance with any of the terms, covenants, or conditions hereof will not be deemed a
waiver of such term, covenant, or condition, nor will any waiver or relinquishment of, or failure to insist upon strict compliance with, any right or power hereunder at any one or more times be deemed a waiver or relinquishment of such right or
power at any other time or times. 
 *    *    *    *    *


  
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 EXHIBIT A 

WARREN RESOURCES, INC. 

2016 EQUITY INCENTIVE PLAN 

RESTRICTED STOCK UNIT AWARD AGREEMENT 

SPOUSAL CONSENT 
 I, the undersigned,
hereby certify that: 
 1. I am the spouse of
                                         
                                         
                          . 

2. Each of the undersigned and the undersigned’s spouse is a resident of
                                         
                                         
                                         
                         . 

3. I have read the Warren Resources, Inc. 2016 Equity Incentive Plan (the “Plan”) and the Restricted Stock Unit Award
Agreement (the “Award Agreement”), by and between Warren Resources, Inc., a Delaware corporation (the “Company”), and my spouse. I have had the opportunity to consult independent legal
counsel regarding the contents of the Award Agreement and the Plan. 
 4. I understand the terms and conditions of the Award Agreement and
the Plan. 
 5. I hereby consent to the terms of the Award Agreement and the Plan and to their application to and binding effect upon any
community property or other interest I may have in the RSUs (it being understood that this Spousal Consent shall in no way be construed to create any such interest). I agree that I will take no action at any time to hinder the operation of the
transactions contemplated in and by the Award Agreement and the Plan. 
 IN WITNESS WHEREOF, this Spousal Consent has been executed as of
                    , 2016. 
  

			
	SPOUSE:	 	
		
	Signature:	 	  

		
	Print Name:	 	  




  
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