X0306 4 2014-12-23 0 0000892986 WARREN RESOURCES INC WRES 0001616106 Peterson Lance A 1114 AVENUE OF THE AMERICAS 34TH FLOOR NEW YORK NY 10036 1 1 0 0 Interim CEO Common Stock 2014-12-23 4 A 0 300000 0 A 3793334 D Includes 300,000 shares of restricted stock ("Restricted Stock") which will vest, if at all, based on the average closing trading price ("ACTP") of the Issuer's common stock over any period of 30 consecutive trading days (a "Thirty Day Period") occurring during the period commencing on December 4, 2014 ("Effective Date") and ending on the last trading day prior to the third anniversary of the Effective Date, subject to the continued employment of the Reporting Person on each vesting date, as follows: (i) 100,000 Restricted Stock on the first day that the ACTP for any Thirty Day Period equals or exceeds $4.00, (ii) an additional 100,000 Restricted Stock on the first day that the ACTP for any Thirty Day Period equals or exceeds $5.50 in the second or third year, and (iii) an additional 100,000 Restricted Stock on the first day that the ACTP for any Thirty Day Period equals or exceeds $7.00 in the third year. Lance A. Peterson 2014-12-24