**Exhibit10.1**

 

**CHANGE OFCONTROL AGREEMENT**

 

This Change of Control Agreement (the “***Agreement***”) is made and entered into asof 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 4below.

 

1. Purpose. The purpose of this Agreement is to encourage Employeeto remain in the employ of the Company and to continue to devote Employee’sfull attention to the success of the Company in the event of a Change ofControl, 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 outstandingstock options granted by the Company to Employee on March 4, 2009,exercisable at $0.51 per share of common stock, shall become fully vestedimmediately on the effective date of the Change of Control and may be exercisedfor a period of one (1) year thereafter.

 

3. Failureto be hired by the Company or Acquirer. In the event that the Employee doesnot 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 withinfifteen (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) monthsof his then current base salary, provided that the Employee has complied with Section 5below.

 

4. Definitions.****Capitalizedterms used in this Agreement shall have the meanings set forth in this Section 4.

 

4.1 “Change of Control” means (a) any “person” (as suchterm is used in Sections 13(d) and 14(d) of the Securities ExchangeAct of 1934, as amended (the “***Exchange Act***”)), other than a trustee or other fiduciaryholding securities of the Company under an employee benefit plan of theCompany, becomes the “beneficial owner” (as defined in Rule 13d-3promulgated under the Exchange Act), directly or indirectly, of securities ofthe Company representing 50% or more of (A) the outstanding shares ofcommon stock of the Company or (B) the combined voting power of theCompany’s then outstanding securities; (b) the Company is party to amerger or consolidation which results in the voting securities of the Companyoutstanding immediately prior thereto failing to continue to represent (eitherby remaining outstanding or by being converted into voting securities of thesurviving or another entity) at least fifty (50%) percent of the combinedvoting power of the voting securities of the Company or such surviving or otherentity outstanding immediately after such merger or consolidation; (c) thesale or disposition of all or substantially all of the Company’s assets (orconsummation of any transaction having similar effect) within the State of                         ;or (d) the dissolution or liquidation of the Company.

 

4.2 “Company” means Warren Resources, Inc., and itssubsidiary Warren E&P, Inc.

 

5. Release of Claims. The payments and benefits set forth in Section 2 and 3 of this Agreement are conditioned upon the delivery by Employee of a signed complete and general

 

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release of claims, which is not subsequently revoked, in a form satisfactory to the Company that includes release of any and all of his potential claims (other than for vested benefits described in this Agreement or any other vested benefits with the Company and/or its affiliates) against the Company, any of its affiliated companies, and their respective successors and any officers, employees, agents, directors, attorneys, insurers, underwriters, and assigns of the Company, its affiliates and/or successors.

 

6. Conflict in Benefits; Effect of Agreement. This Agreementshall supersede all prior arrangements, whether written or oral, andunderstandings regarding compensation following a Change of Control, and shallbe the exclusive agreement for the determination of any compensation due upon aChange of Control.

 

7. Miscellaneous.

 

7.1 Successors of the Company. The Company will require anysuccessor or assign (whether direct or indirect, by purchase, merger,consolidation or otherwise) to all or substantially all of the business and/orassets of the Company, expressly, absolutely and unconditionally to assume andagree to perform this Agreement in the same manner and to the same extent thatthe Company would be required to perform it if no such succession or assignmenthad taken place.

 

7.2 No Employment Agreement. This Agreement does not alter Employee’sat-will employment status or obligate the Company to continue to employ Employeefor any specific period of time, or in any specific role or geographiclocation.

 

7.3 Modification of Agreement. This Agreement may be modified,amended or superseded only by a written agreement signed by Employee and theChief Executive Officer.

 

7.4 Governing Law. This Agreement shall be interpreted inaccordance with and governed by the laws of the State of                                 .

 

| **EMPLOYEE:**  | ** ** | **WARREN  RESOURCES, INC.** |
|----------------|------------|-----------------------------|
|           |       |                        |
|           |       |                        |
|           |       | By:                         |   |
| Printed  Name: | ** ** | Name:                       |
|           | ** ** | Title:                      |

 

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