Exhibit 10.1


 


GENERAL
RELEASE  AND SEVERANCE AGREEMENT


 


This GENERAL
RELEASE AND SEVERANCE AGREEMENT (the “Agreement”) is entered into on
and as of December 22, 2008 (the “Execution Date”); however, the same shall be
effective, as more particularly provided for herein, on and as of January 1,
2009  (the “Effective Date”), by and
between: (1) LLOYD G. DAVIES (“Davies” or “Employee”);
and (2) WARREN RESOURCES, INC. (“WRI”),
WARREN E&P, INC. (“WEP”) and WARREN RESOURCES OF CALIFORNIA, INC. (“WRC”), as their respective
interests in the subject matter hereof appear. 
WRI, WEP and WRC may be referred to herein collectively as the “Company”
or “Warren”.  Davies, Employee, WRI, WEP,
WRC, Company and Warren may be referred to herein individually as a “Party” and
collectively as the “Parties.”


 


RECITALS:


 


WHEREAS, Employee has been and currently is an
Officer and Director of the Company and has been employed by the Company since March 1,
2004 pursuant to the terms, conditions and provisions contained in that certain
Employment Agreement dated March 1, 2004 and that certain Employment
Agreement dated July 1, 2005 (collectively the “Employment Agreement”)
between Davies and Warren, and in accordance with Warren’s Employee Handbook, a
copy of which Employee has received and executed (the “Handbook”).


 


WHEREAS, as provided below, the Company and
Davies have mutually agreed to:  (A) revise
and restructure Davies’ relationship as on Officer and Director of the Company;
(B) terminate the employment relationship; and (C) release and hold
each other harmless from any and all claims arising from or related to such
employment and corporate relationship.


 


WHEREAS,
Employee has been afforded up to twenty-one (21) days from and after the date
of receipt of this Agreement (the same being December 12, 2008), if
desired, to consider the meaning and effect of this Agreement; will execute
this Agreement and EXHIBIT “A” attached hereto; and will send same to the
Company within twenty-four (24) hours after complete execution hereof.  The twenty-one (21) day period provided for
above shall be calculated from December 12, 2008.  Any subsequent modifications of, revisions to
or versions of this Agreement shall not extend or restart the twenty-one (21)
day period.


 


WHEREAS,
Employee understands that he may revoke this Agreement within seven (7) business
days following the day he executes the same. 
Any revocation within such period must be submitted, in writing, to the
Company and state:  “I hereby revoke my
acceptance of our Separation and Severance Agreement and Mutual Release.”  Said revocation must be personally delivered
or mailed to the Company and postmarked within seven (7) business days
after his execution of this Agreement. 
Employee will advise the Company in writing if he has chosen not to
revoke this Agreement by executing EXHIBIT “B” attached hereto and sending same
to the Company.


 


NOW,
THEREFORE, in
consideration of the mutual promises and agreements contained herein, the
Company and Employee hereby agree as follows:


 


1.   STATUS AS
OFFICER AND DIRECTOR, AND  TERMINATION
OF  EMPLOYMENT.


 


A.            Current Status. 
The
Parties acknowledge that Davies is currently an employee of the Company, and is
currently serving in various corporate capacities as:  (1) a
Director of WRI; (2) an Executive Vice
President of WRI;  (3) a
Director and the Chairman of the Board of Directors of WEP; (4) the Chief Executive Officer of WEP; (5) a Director of WRC; and (6) the
President of WRC.


 


B.            Resignations as Officer
and Director.  On and as of the Execution Date, Davies
agrees to and shall resign as:  (1) an Executive Vice President of WRI; (2) a Director and as the Chairman of the Board of
Directors of WEP; (3) the
Chief Executive Officer of WEP; (4) a
Director of WRC; and (5) the
President of WRC.  Such resignations
shall be deemed effective at such time as and upon execution of this Agreement
by Davies, and without the necessity of the preparation or execution of any
other or separate instrument, letter, agreement or form of resignation.  Davies shall continue as a Director of WRI in
accordance with paragraph D below. 
Subject to paragraph D below, Davies also agrees to resign from any
other position as a corporate Officer and/or Director of 


 

















 


any other subsidiary of
WRI effective on and as of the Execution Date. 
Effective with such resignation, Davies will no longer be a member of
any internal board or management committee of the Company or any subsidiary,
and will have no authority to take any action on behalf of or otherwise bind
the Company in the capacities provided for above.


 


C.            Status of Employment. 
The Parties acknowledge and agree that Davies shall continue as an
employee of the Company from the Execution Date up to and through December 31,
2008.  The Parties also mutually
acknowledge and agree to terminate the Employment Agreement without cause
pursuant to Section 8(b) thereof on and as of the Effective Date, and
the employment relationship between the Company and the Employee will cease on
and as of the Effective Date.


 


D.            Future Expiration of
Director’s Term.  The Parties agree that Davies shall continue as a
Director of WRI for the remaining unexpired term of such position, and shall
serve at the pleasure of the Shareholders in accordance with corporate
organizational documents of WRI.  The
Parties also acknowledge that Davies’ current term as a Director of WRI expires
on or about May 20, 2009, or on the date the Annual Meeting of
Shareholders of WRI is held in 2009, whichever occurs first.  As upon the expiration of such term, Davies
will cease being and will no longer serve as a Director of WRI or a member of
any internal board or management committee of WRI, and will have no authority
to take any action on behalf of or otherwise bind the Company in the capacity
as a director of WRI.


 


2.   SEPARATION BENEFITS.


 


A.            Monetary Consideration. 
As consideration and in exchange for the execution of this Agreement,
the release of claims set forth below, the promises, waivers, covenants, terms
and other obligations under this Agreement, and subject to and contingent upon
Employee’s full and complete execution of EXHIBIT “B”
attached hereto;  and provided that
Employee remains in full compliance with the duties, responsibilities and
obligations to the Company under this Agreement, the Company agrees to provide
the following-described separation benefits to Employee:


 


(1).          The
Company will continue to pay and has paid the gross amount of the Employee’s
currently existing salary from the Execution Date through December 31,
2008, less applicable taxes, withholdings and deductions, in accordance with
the Company’s regular, automatic payroll system and practices.


 


(2).          The Parties acknowledge that Section 8(b) of
the Employment Agreement specifically provides that the Company may terminate
the employment relationship and the Employment Agreement at any time without
cause, and the Company and the Employee hereby mutually agree to and shall
terminate the employment relationship effective on and as of the Effective
Date.  The Parties also acknowledge that Section 8(b) provides
that, upon termination without cause, the Company will pay to the Employee
severance pay in an amount equal to the greater of:  (i) Employee’s remaining Base
Compensation then in effect for the balance of the term of the Employment
Agreement; or (ii) 90 days of Employee’s annual Base Compensation then in
effect, and such amount will be payable upon execution and delivery of this
Agreement, which serves as the release referred to in Section 8(b).  In accordance with and as required by Section 8(b),
the Company agrees to pay to the Employee the remaining amount of annual Base
Compensation for the balance of the term of the Employment Agreement, or six (6) months,
in the amount of $139,731.15 as severance pay, less applicable taxes,
withholdings and deductions.  Such
payment shall be made on or within five (5) days after the date of
execution of EXHIBIT “B” attached to this
Agreement.


 


B.            Vacation Pay.  The Parties
acknowledge and agree that the Employee is entitled to four (4) weeks (or
20 business days) of vacation during each full year of employment, and that the
Employee has been employed from the anniversary date of the Employment
Agreement (the same being March 1, 2008) through the Effective Date.  The Parties also acknowledge and agree that
the Employee has earned and is entitled to vacation pay for three (3) unused
vacation days.  The Parties acknowledge
that Employee will receive payment in full for three (3) accrued but
unused vacation days in the total amount of $3,224.58, or $1,074.86 per day,
less  applicable taxes, deductions and
withholdings, earned by Employee prior to the Effective Date.  In no event shall the vacation pay provided
for 


 


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above be subject to,
contingent upon or otherwise payable in connection with or based upon Employee’s
execution of this Agreement, and such vacation pay shall not serve as
consideration for or be required in connection with any of the release
provisions contained herein.  Such
payment shall be made on or within five (5) days after the date of
execution of EXHIBIT “B” attached to this
Agreement.


 


C.            Severance, Incentive Compensation and Retirement
Bonuses.  As a result of various discussions and conversations
between the Company and the Employee, the Parties specifically acknowledge and
agree that the Employee shall not be entitled to and shall not receive, and the
Company shall not be obligated to pay, any incentive bonus compensation or
retirement compensation, as provided in Section 6(b) and Section 8(c),
respectively, of the Employment Agreement. 
In addition, the Parties also specifically acknowledge and agree that
the Employee shall not be entitled to receive, and the Company shall not be
obligated to pay, any other form of severance bonus or compensation to the
Employee of any kind or type under or pursuant to the Employment Agreement,
including the two sections referred to above, this Agreement or otherwise.


 


D.            Insurance Matters. 
Employee acknowledges and agrees that he has elected to be covered by
his former employer’s health insurance policy and is not covered by or included
in the Company’s health and medical insurance policy, coverage and plan for its
employees.  Employee acknowledges that he
is not entitled to any health insurance benefits under the Consolidated Omnibus
Budget Reconciliation Act of 1985, as amended (“COBRA”), insofar as the same
applies to the Company’s health and medical insurance plan.


 


E.             Retirement Plan. Employee’s 401(k) Retirement Plan (the “401(k) Plan”)
contributions have been or will be made by the Company and Employee for the
period from January 1, 2008 through December 1, 2008.  As required by applicable ERISA and the 401(k) Plan
rules and regulations, the Company’s matching and the Employee’s
participation in the Company’s 401(k) Plan will cease on and as of December 31,
2008, and no 401(k) Plan deductions or contributions will be withheld from
the lump sum severance payment provided for in Paragraph A(2) above.  Nothing in this Agreement is intended to
alter or modify the Employee’s right to any benefit to which he is entitled
under the 401(k) Plan.  All such
contributions are and shall remain subject to the terms of the 401(k) Plan
and the Employee’s rights thereunder, as well as all applicable ERISA and
Internal Revenue Service statutes, rules and regulations.


 


F.             Other Matters.  Other than as
specifically provided for in this Agreement, Employee represents, warrants and
acknowledges that the Company owes Employee no wages, salaries, commissions,
bonuses, sick pay, personal leave pay, severance pay, vacation pay or any other
compensation, benefits, payments or remuneration of any kind or nature.


 


3.   STOCK OPTION INTERESTS.


 


A.            Stock Options.  The Parties
acknowledge that, as of the Effective Date, the Employee has or may have
certain vested and unexercised employee stock options exercisable at various
prices and amounts per share, and certain unvested employee stock options; all
as more particularly provided in the stock option plan and grant agreement or
notices under and pursuant to which the same were originally granted to the
Employee.  In accordance with and as
required by Section 8(b) and Section 8(g)(ii) of the
Employment Agreement, all unvested stock options granted to the Employee shall
be and become immediately and fully vested, and all such options shall be kept
in full force and effect and will be exercisable for a period of 180 days
following the Effective Date, at which time the same shall expire.


 


B.            No Further Interest. 
Employee acknowledges that as of the Effective Date, Employee will have
no right, title or interest in or to any additional shares of or options
covering the Company’s capital stock under the agreements referred to herein or
any other document, instrument or arrangement with the Company.


 


4.   EMPLOYEE CONDUCT.


 


A.            Nondisparagement. As required by Section 12 of the Employment
Agreement and for a period of one (1) year
after the Effective Date, the Employee and the Company agree not to and shall
not criticize or disparage each other, or participate or concur in any remarks
or actions that are disparaging, critical or detrimental in any way regarding
each other, or their respective current, former and future officers, directors,
employees, or any related, 


 


3

















 


affiliated, parent or
subsidiary corporations, entities or organizations.  In addition, Employee and the Company shall
not issue any communication, written or otherwise, that reflects negatively or
adversely on or encourages any adverse action against each other, or any of
their respective current, former and future officers, directors, employees, or
any related, affiliated parent or subsidiary corporations, entities or
organizations, except if testifying truthfully under oath pursuant to any lawful
court order or subpoena, or otherwise responding to or providing disclosures
required by law.


 


B.            Return of Property. 
Employee shall immediately review all personal property and items and
return to Employer all Company-owned property in Employee’s possession or under
his control, including but not limited to all keys to company offices,
buildings and property; all Company-owned equipment and automobiles; all
Company-owned or licensed software, hardware, documents and papers (including
without limitation reports, reserve, drilling and production data, customer and
supplier agreements, business plans, notebooks, entries, and files); all
Company credit cards; and any and all other Company property.


 


C.            Nondisclosure of Confidential and Proprietary
Information.  As required by Section 9(a) and Section 9(b) of
the Employment Agreement, at all times since execution of the Employment
Agreement and prior to the Effective Date of this Agreement, Employee has not
disclosed, divulged, furnished, made available to any party, nor used for his
benefit or the benefit of any other person or entity; and, as required by
Sections 9(a) and 9(b) of the Employment Agreement, for the
applicable periods of time provided for in said Sections after the Effective
Date, the Employee agrees not to engage in a Competitive Activity or disclose,
divulge, furnish, make available to any party, nor use for his benefit or the
benefit of any other person or entity, any information Employee received in
connection with the Company which is confidential or proprietary, and:  (i) which
has not been disclosed publicly by the Company, (ii) which
is otherwise not a matter of public knowledge, or (iii) which
is a matter of public knowledge, but Employee knows or has reason to know that
such information became a matter of public knowledge through an unauthorized
disclosure.  Proprietary or confidential
information shall include, but not be limited to, information that the
unauthorized disclosure or use of which would reduce the value of such information
to the Company.  Such information,
includes, without limitation, the Company’s client, supplier and customer
lists, trade secrets, drilling and reserve data and reports, prospects and
opportunities, price lists and decisions, price and cost determinations,
proprietary information, intellectual property and associated rights, any
confidential information about (or provided by) any current, prospective or
former client or customer of the Company, information concerning the Company’s
business or financial affairs, including its books and records, commitments,
procedures, plans and prospects, products developed by the Company, securities
positions, or past, current or prospective transactions or business of the
Company.  Employee hereby confirms that
he has delivered to the Company and retained no copies of any written
materials, records and documents (including those that are electronically
stored) made by Employee or coming into his possession during the course of the
employment relationship which contain, refer to or are derived from any such
proprietary or confidential information.


 


D.            Nonsolicitation.  An provided
in Section 9(a) of the Employment Agreement, Employee agrees that he
will not directly or indirectly: (1) hire,
engage in or participate in any effort or act to solicit the customers,
suppliers, associates or employees of the Company to cease doing business or
terminate their association with the Company; or (2) encourage
or solicit any customer, supplier, associate or employee of the Company to breach
any contractual, employment or other obligation with the Company.


 


E.             Confidentiality of Agreement. Employee agrees not to disclose the terms, contents,
consideration or provisions of this Agreement, the claims that have been or
could have been raised against the Company, or the facts and circumstances
underlying this Agreement to any party, except: 
(1) employee’s immediate family,
so long as such family members agree to be bound by the confidential nature of
this Agreement; (2) to (i) Employee’s
tax advisors, so long as such tax advisors agree in writing to be bound by the
confidential nature of this Agreement, (ii) taxing
authorities, if requested by such authorities and so long as they are advised
in writing of the confidential nature of this Agreement, or (iii) Employee’s legal counsel; and (3) pursuant to the order of a court or governmental
agency of competent jurisdiction, or for purposes of securing enforcement of
the terms and conditions of this Agreement should the same ever be
necessary.  The Company shall be entitled
to disclose the terms, conditions and provisions of this Agreement: (1) to its officers, directors, attorneys, accountants,
auditors, legal representatives and applicable governmental entities; (2) as necessary to enforce the terms of this
Agreement; or (3) as may be required by
law.


 


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5.   WAIVER AND RELEASE OF
CLAIMS.


 


Employee agrees that the
foregoing consideration represents settlement in full of all outstanding
obligations owed or claimed to be owed to Employee by the Company. The
Employee, on behalf of himself and his heirs, executors, administrators, and
assignees, hereby fully and forever releases and discharges the Company and its
respective heirs, executors, officers, directors, employees, investors,
shareholders, administrators, predecessor, successor, parent and affiliated
entities and  corporations, and assignees
from any and all claims, duties, obligations, damages, suits and causes of
action relating to all matters of any kind, whether known, unknown, suspected
or unsuspected, that he may possess arising from any omissions, acts or facts
that have occurred up through and including the Effective Date (except to the
extent necessary or required thereafter to fully effectuate the intent of and
provisions contained Section 2 hereof), including, without limitation:


 


A.            any and all claims relating to or arising from the
Employment Agreement, Employee’s employment relationship with the Company, and
termination of Employee’s employment relationship with the Company;


 


B.            any and all claims for personal injury, including but
not limited to wrongful discharge of employment; breach of contract, both
express and implied; breach of a covenant of good faith and fair dealing, both
express and implied; negligent or intentional infliction of emotional distress;
negligent or intentional misrepresentation; negligent or intentional
interference with contract or prospective economic advantage; and defamation;


 


C.            any and all claims for violation of any federal, state
or municipal statute, including, but not limited to:  the National Labor Relations Act, Title VII
of the Civil Rights Act of 1964, sections 1981 through 1988 of Title 42 of the
United States Code and all amendments thereto, the Employee Retirement Income
Security Act of 1974 (“ERISA”), the Americans with Disabilities Act of 1990,
the Age Discrimination in Employment Act of 1967 (“ADEA”), the Older Workers
Benefits Protection Act of 1990 (“OWBPA”), the Fair Labor Standards Act (“FLSA”),
the Occupational Safety and Health Act (“OSHA”), the Consolidated Omnibus
Budget Reconciliation Act of 1985 (“COBRA”), the Federal Family and Medical
Leave Act (“FMLA”), the Sarbanes-Oxley
Act of 2002; the California
Whistleblower Protection Act, the New York State Constitution, the New York
Human Rights Law, the New York Labor Law, the New York Civil Rights Law, the
New York City Human Rights Law, the New York Retaliatory Action by Employers
Law, the New York Non-Discrimination for Legal Actions Law and the New York
Wage and Hour Law, or any other applicable local, municipal, county, state or
federal statutes, rules or regulations;


 


D.            any and all claims arising out of any other laws and
regulations relating to employment or employment discrimination, or
discrimination based on age, race, color, sex, sexual orientation, marital
status, religion, national origin, handicap, disability or retaliation; and


 


E.             any and all claims for damages, attorney’s fees and
costs; provided, however, if a claim is made against Employee by a third party
for actions relating to or arising from Employee’s employment relationship made
in good faith while he was employed by the Company, the Company agrees at its
option to engage legal counsel and directly pay the reasonable legal fees and
costs incurred in defending such a claim (if the Company and Employee are
co-defendants) or to separately advance reasonable attorney’s fees to Employee’s
legal counsel, who is reasonably acceptable to the Company.  To the extent any such action may be brought
by a third party, Employee expressly waives any claim to any form of monetary
or other damages, or any other form of recovery or relief, in connection with
any such action.


 


The Employee agrees that
the release provisions contained in this Section 5 shall be and remain in
full force and effect in all respects as a complete and general release as to
all matters referred to herein and released hereby.  This release does not extend to any
obligations incurred under this Agreement. 
This Agreement may not be cited as and does not constitute any admission
by the Company of any violation of any law or legal obligation with respect to
any aspect of Employee’s employment or termination thereof.


 


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6.   JOINT PREPARATION.


 


This Agreement has been
jointly discussed, negotiated, drafted, revised, prepared and finalized by both
the Company and the Employee, and shall be deemed to be a result of the joint
preparation by both Parties.  In no event
shall all or any portion of this Agreement, or any specific term, condition or
provision hereof, be construed against or more favorable to either Party, and
this Agreement shall be construed in a neutral fashion as to both Parties based
on the joint preparation hereof by both Parties.


 


7.   BREACH OF THIS AGREEMENT.


 


Employee acknowledges
that upon breach of any of the terms, conditions and provisions contained in Section 4
of this Agreement and similar provisions contained in the Employment Agreement,
the Company would sustain irreparable harm from such breach; and, therefore,
Employee agrees that in addition to any other remedies which the Company may
have for any breach of this Agreement or otherwise, the Company shall be
entitled to obtain equitable relief, including specific performance and
injunctions, restraining Employee from committing or continuing any such
violation of this Agreement.


 


8.   SEVERABILITY.


 


In the event any of the
provisions, terms or clauses contained herein are declared by a court of competent
jurisdiction to be illegal, unenforceable, ineffective or void, then said
provisions, terms or clauses shall be deemed severed herefrom and this
Agreement shall continue in full force and effect in all other respects.  This Agreement is binding on the Parties and
their respective heirs, successors, executors, assignees, administrators and
legal representatives.


 


9.   ARBITRATION.


 


Subject to Section 7
above, the Parties shall attempt to settle all disputes arising in connection
with this Agreement through good faith consultation. In the event no agreement
can be reached on such dispute within fifteen (15) days after notification in
writing by either Party to the other concerning such dispute, the dispute shall
be settled by binding arbitration to be conducted in New York, New York before
the Judicial Arbitration and Mediation Services (“JAMS”) under its New York
Employment Dispute Resolution Rules or the equivalent thereof.  The arbitrator shall be bound by New York law
and judicial precedent, and shall render a reasoned decision, including
findings of fact and conclusions of law, within thirty (30) days after final
argument or briefing, whichever is later. 
The arbitration decision shall be final, conclusive and binding on both
Parties and any arbitration award or decision may be entered in any court
having jurisdiction. The Parties agree that the prevailing party in any
arbitration shall be entitled to enforce the arbitration award in any court of
competent jurisdiction. The Parties further agree that the prevailing Party in
any such proceeding shall be awarded reasonable attorneys’ fees and costs.


 


10.   ENTIRE
AGREEMENT.


 


This Agreement represents
and constitutes the entire agreement and understanding between the Company and
Employee concerning Employee’s separation from the Company and termination of
the Employment Agreement; and, subject to the survival provisions contained in Section 13
of the Employment Agreement or unless otherwise provided for herein,
supersedes, cancels and replaces any and all prior written and verbal
agreements and understandings concerning Employee’s relationship with and
compensation by the Company.  This
Agreement represents a full and complete mutual and purely voluntary agreement
of the Parties; and the Parties, by their signatures, indicate their full
agreement with and understanding of its terms. 
The Parties acknowledge they have been given a reasonable period of time
to consider this Agreement, that they have freely, knowingly and voluntarily
decided to accept these benefits, and that this Agreement has binding legal
effect.


 


11.   NO ORAL
MODIFICATION.


 


This Agreement may only
be amended, altered or changed by a written instrument executed by the Employee
and the Company that specifically references this Agreement.


 


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12.   GOVERNING
LAW.


 


This Agreement shall be
governed by the laws of the State of New York, without regard to its conflicts
of law provisions.


 


13.   COUNTERPARTS.


 


This Agreement may be
executed in one or more counterparts. 
Each counterpart shall have the same force and effect as an original and
shall constitute an effective, binding agreement on the part of each Party.


 


14.   ASSIGNMENT.


 


This Agreement may not be
assigned by either Party without the prior written consent of the other Party.
Notwithstanding the foregoing, this Agreement may be assigned by the Company to
a corporation controlling, controlled by or under common control with the
Company without the consent of Employee.


 


15.   VOLUNTARY
EXECUTION OF AGREEMENT.


 


This Agreement has been
and is being executed voluntarily, without any duress or undue influence on the
part or behalf of the Parties, and with the full intent of releasing all
claims. The Parties acknowledge that:


 


A.            they have read this Agreement;


 


B.            they have been represented in the preparation,
negotiation, and execution of this Agreement by legal counsel of their own
choice or they have voluntarily declined to seek such counsel;


 


C.            they understand the terms, conditions, provisions and
consequences of this Agreement and the releases contained herein; and


 


D.            they are fully aware of the legal and binding effect
of this Agreement.


 


THE TERMS OF THIS
AGREEMENT ARE THE PRODUCT OF MUTUAL NEGOTIATION AND COMPROMISE BETWEEN EMPLOYEE
AND COMPANY.  EACH PARTY HAS CONSULTED
WITH AN ATTORNEY, OR HAS VOLUNTARILY DECLINED TO CONSULT WITH AN ATTORNEY,
PRIOR TO EXECUTION OF THIS AGREEMENT; HAS ELECTED TO EXECUTE THIS AGREEMENT AND
FULFILL THE PROMISES SET FORTH HEREIN IN ORDER TO RECEIVE THE CONSIDERATION SET
FORTH HEREIN; AND HAS FREELY AND KNOWINGLY, AND AFTER DUE CONSIDERATION,
ENTERED INTO THIS AGREEMENT.


 


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IN
WITNESS WHEREOF,
the Parties have executed this Agreement on the date shown above.


 


	
  COMPANY:

  	
   

  	
   

  	
  EMPLOYEE:

  
	
   

  	
   

  	
   

  	
   

  
	
  WARREN RESOURCES, INC., a

  	
   

  	
   

  
	
  Maryland corporation

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Ellis G. Vickers

  	
   

  	
  /s/ Lloyd G.
  Davies

  
	
   

  	
  (Signature)

  	
   

  	
  LLOYD
  G. DAVIES

  
	
   

  	
  Ellis G. Vickers,

  	
   

  	
   

  
	
   

  	
  Senior Vice President –
  Land Management

      and Regulatory Affairs

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  WARREN E&P, INC., a New Mexico 

  corporation

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Ellis G. Vickers

  	
   

  	
   

  
	
   

  	
  (Signature)

  	
   

  	
   

  
	
   

  	
  Ellis G. Vickers,

  	
   

  	
   

  
	
   

  	
  Senior Vice President

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  WARREN RESOURCES OF CALIFORNIA,
  INC.,

  	
   

  	
   

  
	
  a California
  corporation

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Ellis G. Vickers

  	
   

  	
   

  
	
   

  	
  (Signature)

  	
   

  	
   

  
	
   

  	
  Ellis G. Vickers,

  	
   

  	
   

  
	
   

  	
  Senior Vice President

  	
   

  	
   

  
					



 


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EXHIBIT “A”


 


I, LLOYD G. DAVIES, acknowledge receipt of and do hereby sign a
General Release and Severance Agreement between
myself and the Company named therein.  I
acknowledge that I have had at least 21 days to review the General
Release and Severance Agreement.


 


	
   

  	
   

  
	
  DATED: December 22,
  2008

  	
  By:

  	
  /s/ Lloyd G. Davies

  
	
   

  	
   

  	
  LLOYD G. DAVIES

  



 


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EXHIBIT “B”


 


WARREN RESOURCES, INC.


WARREN E&P, INC.


WARREN RESOURCES OF CALIFORNIA,
INC.


1114 Avenue of the Americas, 34th
Floor


New York, NY 10036


 


Re:          General Release and Severance Agreement


 


Ladies and Gentlemen:


 


On December 22,
2008, I executed a General Release and
Severance Agreement (the “Agreement”).  I was advised in writing to consult with an
attorney of my choosing prior to executing the Agreement.


 


More than seven (7) days
have elapsed since I executed the Agreement. 
I have at no time revoked my acceptance or execution of the Agreement
and hereby reaffirm my acceptance of the Agreement.


 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Lloyd G. Davies

  
	
   

  	
  LLOYD G. DAVIES

  
	
   

  	
   

  
	
   

  	
   

  	
  January
  5, 2009

  
	
   

  	
   

  	
  Date

  



 


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