Exhibit 10.3
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT (this "Agreement"), dated effective as of July 1, 2005, by
and between Warren Resources, Inc., a New York corporation (the "Company"), and
Lloyd G. Davies (the "Employee").
W I T N E S S E T H:
WHEREAS, Employee is currently employed by the Company under an agreement
effective as of March 1, 2004 ("Prior Agreement"); and
WHEREAS, the Company is desirous of continuing the employment of Employee
pursuant to the terms and conditions set forth in this Agreement, and Employee
is desirous of continuing in the employ of Employer pursuant to such terms and
conditions; and
WHEREAS, this Agreement shall supercede and replace the Prior Agreement between
the Company and Employee; and
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 DECEMBER 31, 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 WARREN E&P, INC. 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 DUTIES AND RESPONSIBILITIES TO THE COMPANY AS SET FORTH
HEREIN FROM THE CURRENT PRINCIPAL PLACE OF BUSINESS OF WARREN E&P, INC., LOCATED
AT 123 WEST 1ST STREET, CASPER, WYOMING, OR FROM HIS PERSONAL RESIDENCE, AS
NEEDED.
5.
BEST EFFORTS.
THE EMPLOYEE'S
EMPLOYMENT WITH THE COMPANY SHALL BE HIS FULL BUSINESS TIME AND THE EMPLOYEE
SHALL DEVOTE HIS BEST EFFORTS 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 THE PRIOR WRITTEN CONSENT OF THE