**EXHIBIT10.2**

 

**AMENDMENT TO EMPLOYMENTAGREEMENT**

** **

This First Amendment(“Amendment”) is made and entered into effective as of January 1, 2004(the “Effective Date”) to the Employment Agreement referenced below by andbetween Warren Resources, Inc. (“Company” or “Employer”), and Norman F.Swanton, an individual (“Employee”) (together the “Parties”).

 

# **RECITALS**

# ** **

WHEREAS, the Parties hadentered into an Employment Agreement effective on January 1, 2001 (the“Original Agreement”); and

 

WHEREAS, the Parties nowwant to amend the Original Agreement to make such changes as are specificallycovered herein and as specifically identified in italics.

 

# **AGREEMENT**

# ** **

NOW, THEREFORE, for goodand valuable consideration, and in consideration of the mutual covenants andconditions herein set forth, the receipt and sufficiency of which is herebyacknowledged, the Parties agree as follows:

 

Section  6(b) is hereby deleted and revised to read in its entirety as follows:

 

###### (b)                                 **Incentive Bonus Compensation**. In addition to the Base Compensation to which the Employee is entitledunder Section 6(a), the Employee shall be eligible to be awarded incentivebonus compensation (the “Bonus Compensation”) with respect to each calendaryear or portion thereof during which the Employee was employed by the Companyhereunder equal to up to and including 100% of the Employee’s BaseCompensation.  The criteria fordetermining the amount of the Bonus Compensation shall be determined by mutualagreement between the Employee and the Compensation Committee of the Board ofDirectors and be approved by the Board of Ditrectors. Incentive BonusCompensation shall be paid within 90 days following the end of thecalendar year.

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###### Section 8(f) ishereby deleted and revised to read in its entirety as follows:

######  

###### (f)                                    **Effect of Termination**.

######  

(i)                                     In the event of a termination of theEmployee’s employment with the Company hereunder for any reason, in additionand subject 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 the Company’snormal practices then in effect.

 

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## (ii)                                  In the event of a termination of theEmployee’s employment 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 is terminated without Cause, or theemployment ceases under Section 8(c) or 8(d), all unvested options grantedto the Employee pursuant to the Equity Incentive Plan shall become fullyvested.

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(iii)                               In the event of a termination of theEmployee’s employment with the Company hereunder for Cause pursuant toSection 8(a) above, all rights of the Employee under this Agreement shallimmediately terminate and the Company shall have no further obligationshereunder, subject to Section 8(f)(i) above and this provision.Furthermore, if the Employee is terminated for Cause, all unvested optionsgranted to the Employee pursuant to the Equity Inventive Plan shall terminate.

 

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Except as set forth inthis Amendment, the Original Agreement shall remain in full force and effectand references in the Original Agreement to “this Agreement”, “hereunder”,“herein”, “hereof”, and words of like effect shall mean the Original Agreementas so amended by this Amendment.

 

This Amendment may beexecuted in one or more counterparts and/or by facsimile, each of which shallbe deemed an original and all of which signed counterparts, taken together,shall constitute one instrument.

 

IN WITNESS WHEREOF, theParties have executed this Amendment as of the Effective Date referenced above.

 

 
|   | EMPLOYER:                            |
|--------|--------------------------------------|
|   |                                 |
|   | WARREN RESOURCES, INC.               |
|   |                                 |
|   | By:  /s/ Timothy A. Larkin           |   |
|   | Name:  Timothy A. Larkin             |
|   | Title:  Chief Financial Officer |
|   |                                 |
|   |                                 |
|   | /s/ Norman F. Swanton                |   |
|   | Norman  F. Swanton                   |   |
|        |                                      |  |  |

 

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