EXHIBIT 10.1
EMPLOYMENT AGREEMENT
     EMPLOYMENT AGREEMENT (this “Agreement”), dated effective as ofJanuary 1, 2004, by and between Warren Resources, Inc., a New York corporation(the “Company”), and Ellis G. Vickers (the “Employee”). This Agreement shallsupercede and replace the prior Employment Agreement dated September 1, 2001between the Company and the Employee.
WITNESSETH:
     WHEREAS, the Company desires to employ the Employee upon the termsand conditions set forth in this Agreement; and
     WHEREAS, the Employee desires to accept an offer of employment withthe Company upon the terms and conditions set forth herein;
     NOW, THEREFORE, in consideration of the premises and the respectivecovenants and agreements of the parties herein contained, and intending to belegally bound hereby, the parties hereto agree as follows:
     1. EMPLOYMENT. The Company hereby agrees to employ the Employee, andthe Employee hereby agrees to serve the Company, on the terms and conditionshereinafter set forth in this Agreement.
     2. TERM. This Agreement, and the employment of the Employee by theCompany hereunder, will commence on the date hereof (the “Effective Date”) andterminate on December 31, 2004 (the “Initial Term”), subject to termination asset forth herein (the “Employment Period”). As used herein, the term “EmploymentYear” shall mean each consecutive twelve (12) month period during the EmploymentPeriod commencing on the Effective Date. Effective on the first anniversary ofthe Effective Date, this Agreement shall be automatically extended indefinitelyuntil the Company or the Employee shall give ninety (90) days prior writtennotice to the other party that it or he, as the case may be, in its or his solediscretion, wishes to terminate this Agreement.
     3. POSITION AND DUTIES. Subject to the provisions of this Section 3,during the Employment Period, the Employee shall serve as the Senior VicePresident and Associate General Counsel of the Company and Senior Vice Presidentand General Counsel of Warren E&P, Inc. The Employee shall faithfully performthe duties and responsibilities normally associated with such positions, subjectto the oversight and direction of the Chief Executive Officer of the Company andthe Board of Directors of the Company.
 

 

     4. PLACE OF EMPLOYMENT. Generally, the Employee will fulfill allduties and responsibilities to the Company as set forth herein from the officeof Warren Resources, Inc., located at 105 West 3rd Street, Suite 302, Roswell,New Mexico 88201.
     5. BEST EFFORTS. The Employee shall devote his best efforts and allof his business time exclusively to the performance of his duties andresponsibilities as set forth in this Agreement, which duties andresponsibilities shall be performed competently, carefully and faithfully.Except as provided below, the Employee shall not, while an employee of theCompany and without the prior written consent of the Company, engage in anyother gainful occupation or activity which conflicts with or impinges upon thefull and faithful performance of the Employee’s duties, or otherwise violatesany other term or provision of this Agreement.
     6. THE EMPLOYEE’S COMPENSATION.
          (a) SALARY. During the Employment Period, for the servicesdescribed herein the Company shall pay to the Employee an annual base salary of$218,905.00 (as adjusted pursuant to the terms hereof, the “Base Compensation”).The Base Compensation shall be increased on each anniversary date of thisAgreement by any increases in the cost of living based on the changes in the“Consumer Price Index” as published from time to time by the U.S. Department ofCommerce for the area of Roswell, New Mexico metropolitan area or Albuquerque,New Mexico metropolitan area, whichever is applicable. The Base Compensationwill be paid to the Employee in accordance with the normal payroll practices ofthe Company in effect from time to time, less all required withholdings forbenefits, federal, state and local taxes, if any. The amount of the BaseCompensation may, in the Company’s discretion, be increased by the Company on anannual basis during the Employment Period. All increases to the BaseCompensation, if any, shall be based on the condition of the Company’s businessand results of operations and the Company’s evaluation of the Employee’sindividual performance for the relevant period. Any increases made to the BaseCompensation shall be in the discretion of the Company.
          (b) INCENTIVE BONUS COMPENSATION. In addition to the BaseCompensation to which the Employee is entitled under Section 6(a), the Employeeshall be eligible to be awarded incentive bonus compensation (the “BonusCompensation”) with respect to each calendar year or portion thereof duringwhich the Employee was employed by the Company hereunder equal to up to andincluding 100% of the Employee’s Base Compensation. The criteria for determiningthe amount of the Bonus Compensation shall be determined by mutual agreementbetween the Employee and the Chief Executive Officer of the Company and shall byapproved by the Compensation Committee of the Board of Directors. IncentiveBonus Compensation shall be paid within 90 days following the end of thecalendar year.
          (c) OPTIONS. Employee shall be entitled to participate in theCompany’s Equity Incentive Plan (the “Equity Incentive Plan”), and will beawarded 20,000 options thereunder, exercisable at the price of $7.00 per shareof common stock for a period ending five years after the date of grant of theoption (the “Options”). The grant
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of such Options shall be documented with a formal award letter from the Companyto the Employee setting forth the terms and conditions of Employee’s Options.
     7. THE EMPLOYEE’S BENEFITS. As an employee of the Company, theEmployee shall be entitled to receive and enjoy the following benefits duringthe Employment Period:
          (a) PARTICIPATION IN COMPANY BENEFIT PLANS. The Employee shallbe entitled to participate in and to receive benefits generally available tosenior executives under those certain employee benefit plans and arrangementswhich may be offered by the Company from time to time during the EmploymentPeriod, subject to and on a basis consistent with the terms, conditions andoverall administration of such plans and arrangements by the Company. TheCompany shall provide full medical, hospitalization and dental insurancecoverage for the Employee.
          (b) VACATIONS. The Employee shall be entitled to four (4)weeks of paid vacation per Employment Year, provided that any vacations are tobe taken at times mutually agreeable to the Company and the Employee. Inaddition to the foregoing, the Employee shall be entitled to receive all paidholidays given by the Company to its employees generally. If Employee has notused his accrued but unused vacation days during an Employment Year, such daysmay not be carried over to another and shall be deemed waived by the Employee.Any accrued but unused vacation days in an Employment Year shall be reimbursedin cash to Employee upon a termination of his employment Without Causehereunder.
          (c) BUSINESS EXPENSE REIMBURSEMENT. The Company shall promptlyreimburse or pay the Employee for all reasonable and necessary business expensespaid or incurred by the Employee in performing his duties and responsibilitieshereunder; provided, that, the Employee shall have (i) submitted such reasonabledocumentation as may be requested by the Company in accordance with thereimbursement policies of the Company in effect from time to time and (ii)obtained the prior approval of the Company for all charges in excess of $5,000.
          (d) LIFE INSURANCE. The Company shall provide term lifeinsurance in the amount of $500,000 on the life of Employee, with Employee’sspouse, or other Employee designee, as the named beneficiary.
     8. TERMINATION OF EMPLOYMENT. The Employee’s employment with theCompany may be terminated as follows:
          (a) WITH CAUSE. The Employee’s employment with the Company maybe terminated by the Company at any time for “Cause.” As used herein, the term“Cause” shall refer to the following: (i) theft, fraud, dishonesty, grossnegligence or willful malfeasance by the Employee in connection with theperformance of his duties hereunder (collectively, “Theft Events”); (ii) amaterial breach or failure to fulfill and perform the Employee’s dutieshereunder, which breach or failure is not cured to the reasonable satisfactionof the Company within forty-five (45) days after written demand
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from the Company (if such breach is at all curable during such time in thereasonable determination of the Company; failing such determination, “Cause”shall have occurred upon the occurrence of such breach or failure); (iii)conviction of a felony or a crime involving moral turpitude; (iv) habitualneglect of duties or misconduct in the performance of the Employee’s duties andresponsibilities hereunder following an initial notice of warning from theCompany with respect thereto; or (v) a repeated or ongoing failure to complywith the reasonable directions and instructions of management of the Company inconnection with the performance of the Employee’s duties and responsibilitieshereunder following an initial notice of warning from the Company with respectthereto. Upon termination for Cause, all rights of the Employee under thisAgreement shall immediately terminate and the Company shall have no furtherobligations. A termination of the Employee’s employment with the Company by theEmployee upon his voluntary resignation or voluntary retirement shall be treatedas a termination for Cause hereunder. In connection therewith, the Employeecovenants and agrees not to voluntarily resign or voluntarily retire withoutproviding the Company with ninety (90) days’ prior written notice. Upon atermination for Cause, Employee shall receive in full satisfaction of allamounts due to him an amount equal to the remainder of Base Compensation throughdate of termination. Notwithstanding any of the foregoing, in the event that theCompany has terminated Employee’s employment on account of a Theft Event, theCompany shall be entitled to withhold from any amounts otherwise due to Employeeunder this Subsection 8(a) the amount of monetary damages incurred by theCompany from such Theft Event which shall be quantified and determined inwriting by the Company within 90 days after the date of termination. TheEmployee agrees that his eligibility to receive any and all amounts described inthis Section 8(a) shall be subject to and contingent upon the Employee’sexecution of a full and complete general release in favor of the Company and itsaffiliated persons and entities, satisfactory to the Company in its solediscretion.
          (b) WITHOUT CAUSE. The Employee’s employment with the Companymay be terminated by the Company at any time without Cause, but in the event ofany such termination pursuant to this Section 8(b), the Company will pay, inaddition to any other amounts due hereunder, the Employee severance pay in anamount equal to the greater of (i) the balance of all of Employee’s remainingand unpaid Base Compensation due for the balance of the then existing termhereunder, or (ii) 90 days of Base Compensation, payable upon execution anddelivery of the release described below, less all required withholdings and inaccordance with then current payroll practices of the Company and applicable lawor regulation. In addition, Employee shall receive any accrued but unpaidvacation time for the current Employment Year. The Employee agrees that hiseligibility to receive any and all amounts described in this Section 8(b) shallbe subject to and contingent upon the Employee’s execution of a full andcomplete general release in favor of the Company and its affiliated persons andentities, satisfactory to the Company in its sole discretion.
          (c) TERMINATION FOR DEATH OR DISABILITY. The Employee’semployment hereunder shall terminate immediately upon the Employee’s death orDisability. For purposes of the preceding sentence, the term “Disability” shallmean the Employee’s inability, by reason of physical or mental incapacity(determined by a licensed physician reasonably acceptable to the Employee andthe Company), to perform the
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essential functions of his job, with or without a reasonable accommodation bythe Company, for an aggregate of ninety (90) days during any twelve (12) monthperiod, provided further that during any such continuous period, the Employee’sBase Compensation payable under Section 6(a) shall be reduced by the amount, ifany, of payments to the Employee under any short-term or long-term disabilityinsurance policy, plan or program maintained by the Company. During any periodwhen the Employee implicitly or explicitly purports to be unable to perform hisduties hereunder by reason of physical or mental illness, incapacity ordisability, the Employee, at the request and expense of Company, shall submit toone or more examinations by a physician of the Company’s choice. A terminationof the Employee’s employment with the Company due to any of the foregoingprovisions of this Section 8(c) shall be treated as a termination without Causehereunder.
          (d) TERMINATION BY EMPLOYEE FOR GOOD REASON. Employee shallhave the right to terminate this Agreement for “Good Reason”. The followingevents affecting Employee shall constitute “Good Reason” within the meaning ofthis Agreement: (i) if Employee, at any time during the Employment Period(except during a period of Disability), has suffered a material change ordiminution in duties and responsibilities from those contemplated herein, or(ii) if there is a Change of Control Event, as defined below.
     For purposes of this Employment Agreement, a “Change of Control”shall mean the happening of any of the following:
          (i) the acquisition by any person or group deemed a person underSections 3(a)(9) and 13(d)(3) of the Securities Exchange Act of 1934 (the“Exchange Act”) (other than the Company and its subsidiaries as determinedimmediately prior to that date) of beneficial ownership, directly or indirectly(with beneficial ownership determined as provided in Rule 13d-3, or anysuccessor rule, under the Exchange Act), of a majority of the total combinedvoting power of all classes of stock of the Company having the right underordinary circumstances to vote at an election of the Board of Directors of theCompany, if such person or group deemed a person was not a beneficial owner ofat least five percent (5%) of such total combined voting power of the Company onthe date of this Agreement;
          (ii) the election to the Board of Directors of the Company ofmembers as a result of which a majority of the Board of Directors shall consistof persons who are not members of the Board of Directors as of the EffectiveDate, except in the event that such slate of Directors is proposed by themanagement of the Company;
          (iii) the date of approval by the stockholders of the Company ofan agreement providing for the merger or consolidation of the Company withanother corporation or other entity where (x) stockholders of the Companyimmediately prior to such merger or consolidation would not beneficially ownfollowing such merger or consolidation shares entitling such stockholders to 50%or more of all votes (without consolidation of the rights of any class of stockto elect directors by a separate class vote) to which all stockholders of thesurviving corporation would be entitled in the election of directors, or (y)where the members of the Board of Directors, immediately prior to such
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merger or consolidation, would not, immediately after such merger orconsolidation, constitute a majority of the board of directors of the survivingcorporation; or
          (iv) the sale of all or substantially all of the assets of theCompany.
               (e) STATUS UPON TERMINATION. The termination of thisAgreement, and the Employee’s employment hereunder, for any reason whatsoevershall constitute the Employee’s effective termination and resignation from anyother positions or duties with the Company and all of its affiliates.
               (f) EFFECT OF TERMINATION.
               (i) In the event of a termination of the Employee’semployment with the Company hereunder for any reason, in addition andsubject to the provisions of Sections 8(a), 8(b), 8(c) and 8(d), theEmployee shall be entitled to receive all Base Compensation and accruedbenefits owing through the date of termination in accordance with theCompany’s normal practices then in effect.
               (ii) In the event of a termination of the Employee’semployment without Cause pursuant to Sections 8(b), 8(c) or 8(d) above,the Company shall also pay the Employee severance compensation inaccordance with Section 8(b) above. Furthermore, if the Employee isterminated without Cause, or the employment ceases under Section 8(c) or8(d), all unvested options granted to the Employee pursuant to the EquityIncentive Plan shall become fully vested and be kept in effect for 90 daysfollowing the Employee’s termination of employment.
               (iii) In the event of a termination of the Employee’semployment with the Company hereunder for Cause pursuant to Section 8(a)above, all rights of the Employee under this Agreement shall immediatelyterminate and the Company shall have no further obligations hereunder,subject to Section 8(f)(i) above and this provision. Furthermore, if theEmployee is terminated for Cause, all unvested options granted to theEmployee pursuant to the Equity Inventive Plan shall terminate.
          9. NONCOMPETITION AND CONFIDENTIALITY.
               (a) NONCOMPETITION. During the Employment Period and, in thecase of a termination of the Employee’s employment for Cause, for a period ofsix (6) months following the date of termination of employment, or, in the caseof a termination of the Employee’s employment without Cause, for a period of oneday following the date of termination of employment (the “Covered Period”), theEmployee agrees not to engage in any Competitive Activity within the States ofNew York, California, New Mexico, Texas and Wyoming. As used herein, the term“Competitive Activity” shall mean the following: (i) providing competitiveservices, other than on behalf of the Company, to any Customer (as definedbelow); (ii) serving as an officer, director, employee, consultant, advisor,agent
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or representative of, or otherwise associating in any other capacity with, anyperson, corporation, partnership, limited liability company, soleproprietorship, association or other business enterprise, other than theCompany, engaged in the business of oil and gas exploration, drilling andproduction or any other business in which the Company is engaged (each, a“Competitive Enterprise”), or engaging individually in any CompetitiveEnterprise; (iii) owning or acquiring, directly or indirectly, any interest inany Competitive Enterprise (provided, however, the Employee shall be allowed topassively own for investment purposes, directly or indirectly, no more than tenpercent (10%) of the issued and outstanding publicly traded securities of anyissuer engaged in a Competitive Enterprise); (iv) soliciting or inducing anypartner, stockholder, member, principal, director, officer, employee,consultant, agent or other representative of the Company or one or moreaffiliates to leave the employ or retention of the Company or such affiliate orhiring away any of the foregoing persons; and/or (v) encouraging, requesting oradvising, explicitly or implicitly, any Customer or supplier of the Company orone or more of its affiliates to withdraw, curtail or cancel its businessrelationships with the Company or any affiliate thereof (unless expresslyrequested to do so by the Company as part of the Employee’s employment servicesprovided hereunder).
     As used in this Section 9, the term “Customer” shall include anyperson who is or was a customer of the Company or an affiliate thereof at anytime during the period commencing with the Employment Period through the end ofthe Covered Period.
          (b) CONFIDENTIALITY. During the Employment Period and for aperiod of three (3) years thereafter, the Employee shall not, except as mayotherwise be required by law, directly or indirectly disclose to any person orentity, or use or cause to be used in any manner adverse to the interests of theCompany or any affiliate thereof, any Confidential Information (as defined belowin this Section 9(b)). The Employee agrees that, upon the termination of hisemployment with the Company for any reason, all Confidential Information (otherthan a copy of this Agreement and any other agreements that have been personallyexecuted by the Employee other than in his capacity as an officer of theCompany) and duplicates thereof in the possession or control of the Employee, inany form or format, including, without limitation, written, visual, audio,electronic or magnetic formats, shall forthwith be returned to the Company andshall not be retained by the Employee or furnished or communicated to any thirdparty in any form whatsoever.
     As used in this Section 9(b), the term “Confidential Information”shall mean the following: (i) information disclosed to the Employee or known bythe Employee as a consequence of the Employee’s relationship with the Company orany Affiliate thereof, as defined below, not generally known in the Company’sbusiness, about the Company’s or an Affiliate’s employees, customers, directors,officers, partners, shareholders, advertising methods, public relations methods,business plans, operations, methods, processes and forecasts, vendors, finances,trade marks, trade secrets, source code, patent applications, manuals, designs,technical specifications and other intellectual property; (ii) informationdisclosed to the Employee or known by the Employee as a consequence of theEmployee’s relationship with the Company or any Affiliate thereof, not generallyknown in the businesses in which the customers of the Company or its affiliatesare or may be engaged, about the products, processes, operations, tradeinformation and services of any such
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customer; or (iii) information disclosed to the Employee by the Company or anyof its affiliate which is marked as “confidential” or, if communicated verbally,is followed up by written correspondence designating such information as“confidential.” Affiliate shall mean any person or entity that directly, orindirectly, through one or more intermediaries, controls, or is controlled by,or is under common control with, the Company.
          (c) SEVERABILITY. The invalidity or nonenforceability of anyprovision of this Section 9 in any respect shall not affect the validity orenforceability of the other provisions of this Section 9 in any other respect,or of any other provision of this Agreement. In the event that any provision ofthis Section 9 shall be held invalid or unenforceable by a court of competentjurisdiction by reason of the geographic or business scope or the durationthereof or for any other reason, such invalidity or unenforceability shallattach only to the particular aspects of such provision found invalid orunenforceable as applied and shall not affect or render invalid or unenforceableany other provision of this Section 9 or the enforcement of such provision inother circumstances, and this Section 9 shall be construed as if the geographicor business scope or the duration of such provision or other basis on which suchprovision has been challenged had been more narrowly drafted so as not to beinvalid or unenforceable.
     10. BUSINESS OPPORTUNITIES. During the Employment Period, theEmployee agrees to bring all business opportunities to the Company relating toor otherwise associated with the business or businesses then conducted by theCompany or each affiliate thereof, or business or businesses proposed to beconducted by the Company.
     11. RIGHTS TO WORK PRODUCT. The Employee agrees that all workperformed by the Employee pursuant hereto shall be the sole and exclusiveproperty of the Company, in whatever stage of development or completion. Withrespect to any copyrightable works prepared in whole or in part by the Employeepursuant to this Agreement, including compilations of lists or data, theEmployee agrees that all such works will be prepared as “work-for-hire” withinthe meaning of the Copyright Act of 1976, as amended (the “Act”), of which theCompany shall be considered the “author” within the meaning of the Act. In theevent (and to the extent) that such works or any part or element thereof isfound as a matter of law not to be a “work-for-hire” within the meaning of theAct, the Employee hereby assigns to the Company the sole and exclusive right,title and interest in and to all such works, and all copies of any of them,without further consideration, and agrees, to the extent reasonable under thecircumstances, to cooperate with the Company to register, and from time to timeto enforce, all patents, copyrights and other rights and protections relating tosuch works in any and all countries. To that end, the Employee agrees to executeand deliver all documents requested by the Company in connection therewith, andthe Employee hereby irrevocably designates and appoints the Company as theEmployee’s agent and attorney-in-fact to act for and on behalf of the Employeeand in the Employee’s stead to execute, register and file any such applications,and to do all other lawfully permitted acts to further the registration,protection and issuance of patents, copyrights or similar protections with thesame legal force and effect as if executed by the Employee. The Company shallreimburse the Employee for all reasonable costs and expenses incurred by theEmployee pursuant to this Section 11.
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     12. NO DISPARAGING STATEMENTS. During the Term of employment and forone (1) year after termination of this Agreement for any reason whatsoever, theEmployee and the Company agree to refrain from making any disparagingstatements, either orally or in writing, about the other party (and, on the partof the Employee, about any affiliate of the Company, or any directors, officers,shareholders, employees, agents or other representatives of the Company or anyaffiliate thereof).
     13. SURVIVAL. The provisions of Sections 8(b), 8(c), 8(d), 8(f), 9,11, 12, 14, 15, 16 and 17 hereof shall survive the termination of this Agreementfor the applicable time period necessary to fully effectuate the provisions ofsuch sections.
     14. COMPLIANCE WITH OTHER AGREEMENTS. The Employee and the Companyeach hereby represent and warrant to the other that the execution and deliveryof this Agreement and the performance of such party’s obligations hereunder willnot, with or without the giving of notice and/or the passage of time, (i)violate any judgment, writ, injunction or order of any court, arbitrator orgovernmental agency applicable to such party, or (ii) conflict with, result inthe breach of any provision of or the termination of, or constitute a defaultunder, any agreement to which such party is a party or by which such party is ormay be bound. The parties agree to indemnify and hold harmless each other fromany liability, judgment or claim incurred, entered or made against such partybased on its reliance on the representations and warranties made in this Section14, including all costs and expenses and attorney’s fees incurred or paid bysuch party in connection with the foregoing.
     15. INJUNCTIVE RELIEF. The Employee acknowledges and agrees that theCompany and its affiliates are engaged in a highly competitive business and thatthe protections of the Company and each such affiliate set forth in Sections 9,10 and 11 of this Agreement are fair and reasonable and are of vital concern tothe Company and its affiliates. Further, the Employee acknowledges and agreesthat monetary damages for any violation of such Sections will not adequatelycompensate the Company and its affiliates with respect to any such violation.Therefore, in the event of a breach by the Employee of any of the terms andprovisions contained in Sections 9, 10 or 11 hereof, the Company shall beentitled to institute legal proceedings to enforce the specific performance ofthis Agreement by the Employee and to enjoin the Employee from any furtherviolations. The remedies available to the Company pursuant to this Section 15may be exercised cumulatively by the Company in conjunction with all otherrights and remedies provided by law.
     16. ARBITRATION OF DISPUTES. If any dispute shall arise between theEmployee and the Company in connection with this Agreement, and such disputecannot be resolved amicably by the parties, the same shall be conclusively andfinally resolved by binding arbitration. Any party hereto may commence anarbitration proceeding by providing written notice to the other party requestingthe arbitration of an unresolved dispute. Each such dispute, if any, shall besubmitted to an arbitrator acceptable to both parties. If either the Employee orthe Company refuses or neglects to agree to appoint an arbitrator within thirty(30) days after receipt of written notice from the other party requesting theother party to do so, the American Arbitration Association may appoint such
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arbitrator. The arbitrator shall be experienced in the subject matter of thedispute. Except as otherwise specifically set forth herein, the arbitratorsshall conduct the arbitration in accordance with the Commercial ArbitrationRules of the American Arbitration Association. The decision in writing of thearbitrator, when filed with the parties hereto, shall be final and binding onboth parties. Judgment may be entered upon the final decision of the arbitratorin any court having jurisdiction. Such arbitration shall take place in New York,New York.
     Notwithstanding anything to the contrary contained in this Section16, nothing shall prohibit the Company or Employee from pursuing all legal andequitable remedies available to the Company or Employee in order to enforce theprovisions of Sections 9, 10 and 11 of this Agreement. To the extent that anycourt action is permitted consistent with or to enforce this Agreement, theparties hereby consent to the jurisdiction of the federal or state courtssitting in any state where the Company maintains an office. Accordingly, withrespect to any such court action, all of the parties hereto (a) submit to thepersonal jurisdiction of such courts, (b) consent to service of process and (c)waive any other requirement (whether imposed by statute, rule of court, orotherwise) with respect to personal jurisdiction or service of process.
     17. AMENDMENT; WAIVER; DISCHARGE. No provision of this Agreement maybe amended, waived or discharged unless such amendment, waiver or discharge isagreed to in writing and signed by the Employee and a duly authorizedrepresentative of the Company. No waiver by either party hereto at any time ofany breach by the other party hereto of, or compliance with, any condition orprovision of this Agreement to be performed by such other party shall be deemeda waiver of similar or dissimilar provisions or conditions at the same or at anyprior or subsequent time.
     18. VALIDITY. The invalidity or unenforceability of any provision orprovisions of this Agreement shall not affect the validity or enforceability ofany other provision of this Agreement, which shall remain in full force andeffect.
     19. NOTICES. All notices, demands and other communications providedfor in this Agreement shall be in writing and shall be delivered by hand or sentvia fax transmission (with written fax confirmation) or mailed postage prepaidor by registered, certified or express mail or reputable overnight courierservice, charges prepaid, and shall be deemed given when so delivered, ifdelivered by hand, or upon receipt of reasonably adequate fax confirmation, iffaxed, or, if mailed, five (5) business days after mailing (or one (1) businessday in the case of express mail or overnight courier service), addressed asfollows:    If to the Employee:    Ellis G. Vickers P.O. Box 1952 Roswell, NM 88202-1952
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    If to the Company:    Warren Resources, Inc. 489 Fifth Avenue 32nd Floor New York, NY 10016 Attention: Chief Executive Officer (Fax): (212) 697-9466 (Tel.): (212) 697-9660
or to such other address or person as any party may have furnished to the otherin writing in accordance herewith, except that notices of change of addressshall be effective only upon receipt.
     20. HEADINGS. All headings contained in this Agreement are forreference purposes only and shall not in any way effect the meaning orinterpretation of any provision or provisions of this Agreement.
     21. ENTIRE AGREEMENT. This Agreement sets forth the entire agreementof the parties hereto in respect of the subject matter contained herein andsupersedes all prior agreements, promises, covenants, understandings,arrangements, communications, representations or warranties, whether oral orwritten, by any party or representative of any party hereto.
     22. ASSIGNMENT AND TRANSFER. The Employee’s rights and obligationsunder this Agreement shall not be transferable by assignment or otherwise, andany purported assignment, transfer or delegation thereof shall be void. ThisAgreement shall inure to the benefit of, and be binding upon and enforceable by,any purchaser of substantially all of the Company’s assets, any corporatesuccessor to the Company or any assignee thereof.
     23. COUNTERPARTS. This Agreement may be executed in severalcounterparts, each of which shall be deemed to be an original but all of whichtogether will constitute one and the same instrument.
     24. GOVERNING LAW. The validity, interpretation, construction andperformance of this Agreement shall be governed by the laws of the State of NewYork without regard to its conflicts of law principles.
     IN WITNESS WHEREOF, the parties have executed this Agreement as ofthe date and year first above written.
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      WARREN RESOURCES, INC.