SECOND AMENDMENT TO WARREN RESOURCES, INC. 2010 STOCK INCENTIVE PLAN

Exhibit 10.1

SECOND AMENDMENT

TO

WARREN RESOURCES, INC.

2010 STOCK INCENTIVE PLAN

WARREN RESOURCES, INC., a Maryland corporation (the “Company”) adopted the Warren Resources, Inc. 2010 Stock Incentive Plan, originally effective January 1, 2010 and first amended effective as of January 1, 2012 (as first amended, the “Plan”). This Second Amendment to the Plan is made effective as of June 2, 2015 (the “Amendment Effective Date”), subject to approval by the Company’s stockholders.

RECITALS

A.   The Company established the Plan under which the Company is authorized to grant equity-based and cash incentive awards to certain employees, consultants and directors who are not employees of the Company and its Subsidiaries;

B.   Section 14 of the Plan provides that the Company’s board of directors (the “Board”) may amend the Plan subject to, in certain circumstances, the requisite prior or subsequent stockholder approval;

C. The Board now desires to amend the Plan in the manner contemplated hereby, subject to approval by the Company’s stockholders at the Company’s 2015 annual meeting, to (a) provide that the maximum number of shares of Common Stock in respect of which Awards may be granted under the Plan is 9,950,000, (b) provide that each share of Common Stock subject to an Award other than Stock Options and stock-settled Stock Appreciation Rights counts as 1.5 shares of Common Stock against the Plan Maximum while any stock options and stock appreciation rights are counted against the Plan Maximum as 1 share of Common Stock, and (c) remove the “reload” options from the suite of options available for issuance under the Plan; and

D.   Capitalized terms used but not defined herein shall have the same meaning as set forth in the Plan.

AMENDMENTS

1.              Section 5 of the Plan is hereby deleted and replaced in its entirety with the following:

5.                                      DURATION OF AND COMMON STOCK SUBJECT TO PLAN.

(a)         Term.  Subject to Section 13 below, the Plan shall terminate on ten (10) years from the date of adoption by the shareholders of the Company, except with respect to Awards then outstanding. No new Award may be granted under the Plan after that date.

(b)         Shares of Common Stock Subject to Plan.    The maximum number of shares of Common Stock in respect of which Awards may be granted under the Plan (the “Plan Maximum”) shall be 9,950,000, subject to adjustment as provided in Section 11 below. Common Stock issued under the Plan may be either authorized and unissued shares or treasury shares. The following terms and conditions shall apply to Common Stock subject to the Plan:

2.              Section 6(d) of the Plan is hereby deleted and replaced in its entirety with the following:

(d)                                 Exercisability.

3.              Section 6(h) of the Plan is hereby deleted and replaced in its entirety with the following:

(h)                                 Tax Withholding.    In addition to the alternative methods of exercise set forth in Section 6(e), holders of Nonqualified Stock Options, subject to the discretion of the Committee, may be entitled to elect at or prior to the time the exercise notice is delivered to the Company, to have the Company withhold from the shares of Common Stock to be delivered upon exercise of the Nonqualified Stock Option the number of shares of Common Stock (determined based on the Fair Market Value) that is necessary to satisfy any withholding taxes attributable to the exercise of the Nonqualified Stock Option so long as the amount withheld does not exceed the Company’s minimum statutory tax withholding attributable to the underlying transaction. Notwithstanding the foregoing provisions, a holder of a Nonqualified Stock Option may not elect to satisfy his or her withholding tax obligation in respect of any exercise as contemplated above if, in the opinion of counsel to the Company, there is substantial risk that such election could result in a violation of any then applicable rules or regulations, including federal or state securities law, or such withholding would have an adverse tax or accounting effect on the Company.

4.              Section 6(i) of the Plan is hereby deleted in its entirety.

5.              Except as set forth above, the Plan shall continue to read in its current state.

IN WITNESS WHEREOF, the Company has cause the execution of this Second Amendment by its duly authorized officer, effective as of the Amendment Effective Date.