X0306 4 2015-11-16 0 0000892986 WARREN RESOURCES INC WRES 0001197293 WATT JAMES A 1331 17TH STREET SUITE 720 0 1 0 0 President & C.E.O. Restricted Stock Units 2015-11-16 4 A 0 695000 0 A 2018-11-16 Common Stock 695000 695000 D Each restricted stock unit represents a contingent right to receive one share of WRES common stock. The restricted stock units vest annually over three years on the anniversary of November 16, 2015, dependent on the performance of WRES's common stock. If the average closing price is at $2.00 or greater over any 20 consecutive trading days (the "twenty day average price") during the first three years following the transaction date, 115,833 restricted stock units will vest in equal installments on each of the remaining anniversary dates. If the twenty day average price is at $4.00 or greater during the first three years following the transaction date, an additional 231,667 restricted stock units will vest on each of the remaining anniversary dates. If the twenty day average price is at $6.00 or greater during the second or third year following the transaction date, an additional 347,500 restricted stock units will vest in equal installments on each remaining anniversary of the transaction date. /s/ James A. Watt 2015-11-17