EXHIBIT 10.1
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT (this "Agreement"), dated effective as of March 1, 2004, by
and between Warren Resources, Inc., a New York corporation (the "Company"), and
Lloyd Davies (the "Employee").
W I T N E S S E T H:
WHEREAS, the Company desires to employ the Employee upon the terms and
conditions set forth in this Agreement; and
WHEREAS, the Employee desires to accept an offer of employment with the Company
upon the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and the respective covenants
and agreements of the parties herein contained, and intending to be legally
bound hereby, the parties hereto agree as follows:
1.
EMPLOYMENT.
THE COMPANY HEREBY AGREES
TO EMPLOY THE EMPLOYEE, AND THE EMPLOYEE HEREBY AGREES TO SERVE THE COMPANY, ON
THE TERMS AND CONDITIONS HEREINAFTER SET FORTH IN THIS AGREEMENT.
2.
TERM.
THIS AGREEMENT, AND THE
EMPLOYMENT OF THE EMPLOYEE BY THE COMPANY HEREUNDER, WILL COMMENCE ON THE DATE
HEREOF (THE "EFFECTIVE DATE") AND TERMINATE ON MARCH 1, 2005 (THE "INITIAL
TERM"), SUBJECT TO TERMINATION AS SET FORTH HEREIN (THE "EMPLOYMENT PERIOD").
AS USED HEREIN, THE TERM "EMPLOYMENT YEAR" SHALL MEAN EACH CONSECUTIVE TWELVE
(12) MONTH PERIOD DURING THE EMPLOYMENT PERIOD COMMENCING ON THE EFFECTIVE DATE,
OR THE YEARLY ANNIVERSARY THEREOF, AS THE CASE MAY BE. EFFECTIVE ON THE FIRST
ANNIVERSARY OF THE EFFECTIVE DATE, THIS AGREEMENT SHALL BE AUTOMATICALLY
EXTENDED INDEFINITELY UNTIL THE COMPANY OR THE EMPLOYEE SHALL GIVE NINETY (90)
DAYS PRIOR WRITTEN NOTICE TO THE OTHER PARTY THAT IT OR HE, AS THE CASE MAY BE,
IN ITS OR HIS SOLE DISCRETION, 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 EXECUTIVE VICE PRESIDENT OF THE COMPANY AND CHAIRMAN AND CHIEF
EXECUTIVE OFFICER OF THE COMPANY'S WHOLLY-OWNED SUBSIDIARY WARREN E&P, INC., A
NEW MEXICO CORPORATION ("WARREN E&P"), AND SHALL FAITHFULLY PERFORM THE DUTIES
AND RESPONSIBILITIES NORMALLY ASSOCIATED WITH SUCH POSITIONS, SUBJECT TO THE
OVERSIGHT AND DIRECTION OF THE CHIEF EXECUTIVE OFFICER OF THE COMPANY AND THE
BOARD OF DIRECTORS OF THE COMPANY.
4.
PLACE OF EMPLOYMENT.
GENERALLY, THE
EMPLOYEE WILL FULFILL ALL DUTIES AND RESPONSIBILITIES TO THE COMPANY AS SET
FORTH HEREIN FROM THE CURRENT PRINCIPAL PLACE OF BUSINESS OF WARREN E&P, LOCATED
AT 123 WEST 1ST STREET, CASPER, WYOMING, OR THE COMPANY, LOCATED AT 489 FIFTH
AVENUE, NEW YORK, NEW YORK, OR TO ANY OTHER PLACE WHERE THE PRINCIPAL PLACE OF
BUSINESS OF WARREN E&P OR THE COMPANY MAY BE RELOCATED.
5.
BEST EFFORTS.
THE EMPLOYEE'S
EMPLOYMENT WITH THE COMPANY SHALL BE SIXTY (60%) PERCENT TIME AND THE EMPLOYEE
SHALL DEVOTE HIS BEST EFFORTS AND SIXTY (60%) PERCENT OF HIS BUSINESS TIME
EXCLUSIVELY TO THE PERFORMANCE OF HIS DUTIES AND RESPONSIBILITIES AS SET FORTH
IN THIS AGREEMENT, WHICH DUTIES AND RESPONSIBILITIES SHALL BE PERFORMED
COMPETENTLY, CAREFULLY AND FAITHFULLY.
EXCEPT AS PROVIDED BELOW, THE EMPLOYEE
SHALL NOT, WHILE AN EMPLOYEE OF THE COMPANY AND WITHOUT