Exhibit
10.11


Execution
Copy





FIRST
AMENDED AND RESTATED


EMPLOYMENT
AGREEMENT




December
17, 2008




This
First Amended and Restated Employment Agreement(“Agreement”) replaces and
supersedes in its entirety the Employment Agreement that was executed on
February 7, 2007 and is entered into by and between LINN OPERATING, INC., a
Delaware corporation (the “Company”), and ARDEN L. WALKER, JR. (the
“Employee”) as of the
date first set forth above (the “Effective
Date”) on the terms set forth herein. LINN ENERGY, LLC, a Delaware
limited liability company, and the one hundred percent (100%) parent of the
Company (“Linn
Energy”), is joining in this Agreement for the limited purposes of
reflecting its agreement to the matters set forth herein as to it, but such
joinder is not intended to make Linn Energy the employer of the Employee for any
purpose.




Accordingly,
the parties, intending to be legally bound, agree as follows:




1.           Position
and Duties.




Employment; Titles;
Reporting The
Company agrees to continue to employ the Employee and the Employee agrees to
continue employment with the Company, upon the terms and subject to the
conditions provided under this Agreement. During the Employment Term (as defined
in Section 2), the
Employee will serve each of the Company and Linn Energy as the Senior Vice
President Operations - Chief Engineer. In such capacity, the Employee will
report to Linn Energy’s and the Company’s President and Chief Operating Officer
or to someone in an equivalent or higher position and otherwise will be subject
to the direction and control of the Board of Directors of Linn Energy (including
any committee thereof, the “Board”),
and, the Employee will have such duties, responsibilities and authorities as may
be assigned to him by the Company’s President and Chief Operating Officer or the
Board from time to time and otherwise consistent with such position in a
publicly traded company comparable to Linn Energy which is engaged in natural
gas and oil acquisition, development and production.




Duties During
the Employment Term, the Employee will devote substantially all of his full
working time to the business and affairs of the Company and Linn Energy, will
use his best efforts to promote the Company’s and Linn Energy’s interests and
will perform his duties and responsibilities faithfully, diligently and to the
best of his ability, consistent with sound business practices. The Employee may
be required by the Board to provide services to, or otherwise serve as an
officer or director of, any direct or indirect subsidiary of the Company or to
Linn Energy, as applicable. The Employee will comply with the Company’s and Linn
Energy’s policies, codes and procedures, as they may be in effect from time to
time, applicable to executive officers of the Company and Linn
Energy.  Subject to the preceding sentence, the Employee may, with the
prior approval of the Board in each instance, engage in other business and
charitable activities provided that such charitable and/or other business
activities do not violate Section 7,
create a conflict of interest or the appearance of a conflict of interest with
the




040707, 000014, 102625696.2


Company
or Linn Energy or materially interfere with the performance of his obligations
to the. Company or Linn Energy under this Agreement.




1.3          Place of
Employment The
Employee will perform his duties under this Agreement at the Company’s offices
in Houston, Texas, with the likelihood of substantial business
travel.




2.           Term
of Employment.




The term
of the Employee’s employment by the Company under this Agreement (the “Employment
Term”) commenced on the Effective Date and will continue until employment
is terminated by either party under Section 5. The
date on which the Employee’s employment ends is referred to in this Agreement as
the “Termination
Date.”  For the purpose of Sections 5 and 6 of this Agreement,
the Termination Date shall be the date upon which the Employee incurs a
“separation from service” as defined in Section 409A of the Internal Revenue
Code of 1986, as amended (the “Code”) and regulations issued
thereunder.




3.           Compensation.




3.1          Base
Salary During
the Employment Term, the Employee will be entitled to receive a base salary
(“Base
Salary”) at an annual rate of not less than $240,000 for services
rendered to the Company, Linn Energy and any of its direct or indirect
subsidiaries, payable in accordance with the Company’s regular payroll practices
.. The Employee’s Base Salary will be reviewed annually by the Board and may be
adjusted upward in the Board’s sole discretion, but not downward.




Annual Bonus Compensation . During
the Employment Term, the Employee will be entitled to receive incentive
compensation in such amounts and at such times as the Board may award to him in
its sole discretion under any incentive compensation or other bonus plan or
arrangement as may be established by the Board from time to time (collectively,
the “Employee
Bonus Plan”).  Under the Employee Bonus Plan, the Board may, in
its discretion, set, in advance, an annual target bonus for the Employee, which
is currently set as a percentage of Base Salary.  For example, for
2008, the Employee’s target bonus was set at 65% of his Base
Salary.  The percentage of the Employee’s Base Salary that the Board
designates for the Employee to receive as his annual target bonus under any
Employee Bonus Plan, as such percentage may be adjusted upward or downward from
time to time in the sole discretion of the Board, or replaced by another
methodology of determining Employee’s target bonus, is referred to herein as the
Employee’s “Bonus
Level Percentage.”The amount paid
to the Employee through application of the Bonus Level Percentage is the
Employee’s “Bonus
Level Amount.”  The “Annual
Bonus” is the Bonus Level Amount paid to the Employee in any given
year.




3.3          Long-Term Incentive
Compensation. Awards of Unit options, Unit grants, restricted Units
and/or other forms of equity-based compensation to the Employee may be made from
time to time during the Employment Term by the Board in its sole discretion,
whose decision will be based upon performance and award guidelines for executive
officers of the Company and Linn Energy established periodically by the Board in
its sole discretion.




4.           Expenses
and Other Benefits.




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. The
Employee will be entitled to receive prompt reimbursement for all reasonable
expenses incurred by him during the Employment Term (in accordance with the
policies and practices presently followed by the Company or as may be
established by the Board from time to time for the Company’s and Linn Energy’s
senior executive officers) in performing services under this Agreement, provided
that the Employee properly accounts for such expenses in accordance with the
Company’s and Linn Energy’s policies as in effect from time to
time.  Such reimbursement shall be paid on or before the end of the
calendar year following the calendar year in which any such reimbursable expense
was incurred, and the Company shall not be obligated to pay any such
reimbursement amount for which Employee fails to submit an invoice or other
documented reimbursement request at least 10 business days before the end of the
calendar year next following the calendar year in which the expense was
incurred.  Business related expenses shall be reimbursable only to the
extent they were incurred during the term of the Agreement, but in no event
shall the time period extend beyond the later of the lifetime of Employee or, if
longer, 20 years.  The amount of such reimbursements that the Company
is obligated to pay in any given calendar year shall not affect the amount the
Company is obligated to pay in any other calendar year.  In addition,
the Employee may not liquidate or exchange the right to reimbursement of such
expenses for any other benefits.




4.2          Vacation . The
Employee will be entitled to paid vacation time each year during the Employment
Term that will accrue in accordance with the Company’s policies and procedures
now in force or as such policies and procedures may be modified with respect to
all senior executive officers of the Company.




4.3          Other Employee
Benefits . In
addition to the foregoing, during the Employment Term, the Employee will be
entitled to participate in and to receive benefits as a senior executive under
all of the Company’s employee benefit plans, programs and arrangements available
to senior executives, subject to the eligibility criteria and other terms and
conditions thereof, as such plans, programs and arrangements may be duly
amended, terminated, approved or adopted by the Board from time to
time.




5.           Termination
of Employment.




5.1          Death . The
Employee’s employment under this Agreement will terminate upon his
death.




5.2          Termination by the
Company .




(a)           Terminable at Will.
The Company may terminate the Employee’s employment under this Agreement at any
time with or without Cause (as defined below).




(b)           Definition of Cause.
For purposes of this Agreement, the Company will have “Cause”
to terminate the Employee’s employment under this Agreement by reason of any of
the following:




(i)           the
Employee’s conviction of, or plea of nolo contendere to, any
felony or to any crime or offense causing substantial harm to any of Linn
Energy




040707, 000014, 102625696.2
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or its
direct or indirect subsidiaries (whether or not for personal gain) or involving
acts of theft, fraud, embezzlement, moral turpitude or similar
conduct;




(ii)          the
Employee’s repeated intoxication by alcohol or drugs during the performance of
his duties;




(iii)         the
Employee’s willful and intentional misuse of any of the funds of Linn Energy or
its direct or indirect subsidiaries,




(iv)         embezzlement
by the Employee;




(v)          the
Employee’s willful and material misrepresentations or concealments on any
written reports submitted to any of Linn Energy or its direct or indirect
subsidiaries;




(vi)         the
Employee’s willful and intentional material breach of this
Agreement;




(vii)        the
Employee’s material failure to follow or comply with the reasonable and lawful
written directives of the Board; or




(viii)       conduct
constituting a material breach by the Employee of the Company’s then current (A)
Code of Business Conduct and Ethics, and any other written policy referenced
therein, (B) the Code of Ethics for Chief Executive Officer and senior financial
officers, if applicable, provided that in each case the Employee knew or should
have known such conduct to be a breach.




(c)           Notice and Cure Opportunity
in Certain Circumstances. The Employee may be afforded a reasonable
opportunity to cure any act or omission that would otherwise constitute “Cause”
hereunder according to the following terms: The Board will give the Employee
written notice stating with reasonable specificity the nature of the
circumstances determined by the Board in its reasonable and good faith judgment
to constitute “Cause.” If, in the reasonable and good faith judgment of the
Board, the alleged breach is reasonably susceptible to cure, the Employee will
have thirty (30) days from his receipt of such notice to effect the cure of such
circumstances or such breach to the reasonable and good faith satisfaction of
the Board. The Board will state whether the Employee will have such an
opportunity to cure in the initial notice of “Cause” referred to
above.  Prior to termination for Cause, in those instances where the
initial notice of Cause states that the Employee will have an opportunity to
cure, the Company shall provide an opportunity for the Employee to be heard by
the Board or a Board committee designated by the Board to hear the
Employee.  The decision as to whether the Employee has satisfactorily
cured the alleged breach shall be made at such meeting.  If, in the
reasonable and good faith judgment of the Board the alleged breach is not
reasonably susceptible to cure, or such circumstances or breach have not been
satisfactorily cured within such thirty (30) day cure period, such breach will
thereupon constitute “Cause” hereunder.




5.3          Termination by the
Employee .




040707, 000014, 102625696.2
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(a)          Terminable at Will. The
Employee may terminate his employment under this Agreement at any time with or
without Good Reason (as defined below).




(b)          Notice
and Cure Opportunity.If such termination is with Good Reason, the Employee will give the
Company written notice, which will identify with reasonable specificity the
grounds for the Employee’s resignation and provide the Company with fifteen (15)
days from the day such notice is given to cure the alleged grounds for
resignation contained in the notice. A termination will not be for Good Reason
if such notice is given by the Employee to the Company more than thirty (30)
days after the occurrence of the event that the Employee alleges is Good Reason
for his termination hereunder.




(c)          Definition of Good Reason
Other Than Upon a Change of
Control. For purposes of this Agreement, other than in the event of a
Change of Control, “Good
Reason” will mean any of the following to which the Employee will not
consent in writing: (i) a reduction in the Employee’s then current Base Salary;
(ii) failure by the Company to pay in full on a current basis (A) any of the
compensation or benefits described in this Agreement that are due and owing, or
(B) any amounts that are due and owing to the Employee under any long-term or
short-term or other incentive compensation plans, agreements or awards; (iii)
material breach of any provision of this Agreement by Company; (iv) any material
reduction in the Employee’s title, authority or responsibilities as Senior Vice
President Operations - Chief Engineer; or (v)  a relocation on or before
February 7, 2009 of the Employee’s primary place of employment to a location
more than fifty (50) miles from the Company’s location in Houston, Texas at the
Effective Date.




(d)          Definition of Good Reason For
Purposes of Change of Control.For purposes of a Change of Control,
“Good Reason” will mean
any of the following to which the Employee will not consent in writing, but only
if the Termination Date is within six (6) months before or two (2) years after a
Change of Control: (i) reduction in either the Employee’s then current Base
Salary or Bonus Level Percentage, or both (ii) failure by the Company to pay in
full on a current basis (A) any of the compensation or benefits described in
this Agreement that are due and owing, or (B) any amounts that are due and owing
to the Employee under any long-term or short-term or other incentive
compensation plans, agreements or awards; (iii) material breach of any provision
of this Agreement by the Company; (iv) any material reduction in the Employee’s
title, authority or responsibilities as Senior Vice President Operations - Chief
Engineer; or (v) a relocation of the Employee’s primary place of employment to a
location more than fifty (50) miles from the Company’s location on the day
immediately preceding the Change of Control.




5.4          Notice of
Termination . Any
termination of the Employee’s employment by the Company or by the Employee
during the Employment Term (other than termination pursuant to Section 5.1)
will be communicated by written Notice of Termination to the other party hereto
in accordance with Section 8.7. For
purposes of this Agreement, a “Notice
of Termination” means a written notice that (a) indicates the
specific termination provision in this Agreement relied upon, (b) to the
extent applicable, sets forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of the Employee’s employment under
the provision so indicated, and (c) if the Termination Date (as defined
herein) is other than the date of receipt of such notice,




040707, 000014, 102625696.2
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specifies
the Termination Date (which Termination Date will be not more than
thirty (30) days after the giving of such notice).




5.5          Disability . If
the Company determines in good faith that the Disability (as defined herein) of
the Employee has occurred during the Employment Term, it may, without breaching
this Agreement, give to the Employee written notice in accordance with
Section 5.4 of its intention to terminate the Employee’s employment. In
such event, the Employee’s employment with the Company will terminate effective
on the fifteenth (15th) day after receipt of such notice by the Employee,
provided that, within the fifteen (15) days after such receipt, the Employee
will not have returned to full-time performance of the Employee’s
duties.




“Disability”
means the earlier of (a) written determination by a physician selected by the
Company and reasonably agreed to by the Employee that the Employee has been
unable to perform substantially the Employee’s usual and customary duties under
this Agreement for a period of at least one hundred twenty (120) consecutive
days or a non-consecutive period of one hundred eighty (180) days during any
twelve-month period as a result of incapacity due to mental or physical illness
or disease; and (b) “disability” as such term is defined in the Company’s
applicable long-term disability insurance plan.




At any
time and from time to time, upon reasonable request therefor by the Company, the
Employee will submit to reasonable medical examination for the purpose of
determining the existence, nature and extent of any such Disability. Any
physician selected by Company shall be Board Certified in the appropriate field,
shall have no actual or potential conflict of interest, and may not be a
physician who has been retained by the Company for any purpose within the prior
three (3) years.




6.           Compensation
of the Employee upon Termination.  Subject to the provisions of
Section 6.8, the Employee shall be entitled to receive the amount specified upon
the termination events designated below:




6.1          Death. If the
Employee’s employment under this Agreement is terminated by reason of his death,
the Company shall pay to the person or persons designated by the Employee for
that purpose in a notice filed with the Company, or, if no such person will have
been so designated, to his estate, in a lump sum within thirty (30) days
following the Termination Date, the amount of:




(a)          the
Employee’s accrued but unpaid then current Base Salary through the Termination
Date, payable




plus




(b)          the
unpaid Bonus Level Amount, if any, with respect to the last full year during
which the Employee was employed by the Company determined as
follows:




(i)           If
the Employee was employed for the entire previous year but the Termination Date
occurred prior to the Board finally determining the Bonus Level Amount for the
preceding year, then the Company’s performance will be deemed




040707, 000014, 102625696.2
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to have
been such that the Employee would have been awarded 100% of his Bonus Level
Percentage for that year (the “Deemed
Full Year Bonus Amount”);




or




(ii)           If
the Employee was employed for the entire previous year and the Board had already
finally determined the Bonus Level Amount for the preceding year by the
Termination Date but the Company had not yet paid the Employee his Bonus Level
Amount, then the Bonus Level Amount will be that Bonus Level Amount determined
by the Board (the “Actual
Full Year Bonus Amount”);




plus




(iii)          an
amount representing a deemed bonus for the fiscal year in which the Termination
Date occurs, which is equal to the Bonus Level Amount that would be received by
the Employee if the Company’s performance for the year is deemed to be at the
level entitling the Employee  to 100% of his Bonus Level Percentage
and then multiplying the Bonus Level Amount resulting from applying 100% of his
Bonus Level Percentage by a fraction, the numerator of which is the number of
days from the first day of the fiscal year of the Company in which such
termination occurs through and including the Termination Date and the
denominator of which is 365 (“Deemed
Pro Rata Bonus Amount”);




plus




(c)           any
other amounts that may be reimbursable by the Company to the Employee as
expressly provided under this Agreement.




Thereafter, the Company will have no
further obligation to the Employee under this Agreement, other than for payment
of any amounts accrued and vested under any employee benefit plans or programs
of the Company and any payments or benefits required to be made or provided
under applicable law.




6.2          Disability. In
the event of the Employee’s termination by reason of Disability pursuant to
Section 5.5, the Employee will continue to receive his Base Salary in effect
immediately prior to the Termination Date and participate in applicable employee
benefit plans or programs of the Company (on an equivalent basis to those
employee benefit plans or programs provided under Section 6.4(a)(iv) below)
through the Termination Date, subject to offset dollar-for-dollar by the amount
of any disability income payments provided to the Employee under any Company
disability policy or program funded by the Company, and the Company shall pay
the Employee the following amounts in a lump sum within thirty (30) days
following the Termination Date:  the sum of (a) the Employee’s accrued
but unpaid then current Base Salary through the Termination
Date,  plus(b) either the (i) unpaid Actual Full Year Bonus Amount, if any, or (ii)
the Deemed Full Year Bonus Amount, if applicable, plus (c) the Employee’s
Deemed Pro Rata Bonus Amount, plus (d) any other amounts
that may be reimbursable by the Company to the Employee as expressly provided
under this Agreement, and the Company thereafter will have no further obligation
to the Employee under this Agreement, other than for payment of any amounts
accrued and vested under any employee benefit plans or




040707, 000014, 102625696.2
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programs
of the Company and any payments or benefits required to be made or provided
under applicable law.




6.3          By the Company for Cause or
the Employee Without Good Reason. If the Employee’s employment is
terminated by the Company for Cause, or if the Employee terminates his
employment other than for Good Reason, the Employee will receive (a) the
Employee’s accrued but unpaid then current Base Salary through the Termination
Date, payable in a lump sum within thirty (30) days following the Termination
Date, and (b) any other amounts that may be reimbursable by the Company to the
Employee as expressly provided under this Agreement, payable in a lump sum
within thirty (30) days following the Termination Date, and the Company
thereafter will have no further obligation to the Employee under this Agreement,
other than for payment of any amounts accrued and vested under any employee
benefit plans or programs of the Company, and any payments or benefits required
to be made or provided under applicable law. Notwithstanding anything in this
Agreement to the contrary, no bonus will be paid to the Employee for a
termination of his employment under this Section 6.3.




6.4          By the Employee for Good
Reason or the Company Without Cause.




(a)           Severance Benefits on Non-Change of
Control Termination.  Subject to the provisions of Section
6.4(b) and Section 6.4(d), if prior to the date that precedes a Change of
Control by at least six (6) months or more than two (2) years after the
occurrence of a Change of Control (as defined below) the Company terminates the
Employee’s employment without Cause, or the Employee terminates his employment
for Good Reason, then the Employee will be entitled to the following benefits
(the “Severance
Benefits”) payable in a lump sum within thirty (30) days following the
Termination Date:




(i)           an
amount equal to (A) the Employee’s accrued but unpaid then current Base Salary
through the Termination Date, plus (B) either (x) the
unpaid Actual Full Year Bonus Amount, if any, or (y) the Deemed Full Year Bonus
Amount, if applicable, plus (C) the Employee’s
Deemed Pro Rata Bonus Amount, if any, plus(D) any other amounts
that may be reimbursable by the Company to the Employee as expressly provided
under this Agreement;




plus




(ii)          with
respect to any termination event described in this paragraph (a) of Section 6.4, a single
lump sum equal to two times the Employee’s annual Base Salary at the highest
rate in effect at any time during the thirty-six (36) month period immediately
preceding the Termination Date, payable within thirty (30) days of the
Termination Date.




(iii)         In
addition, the Company will pay the “Company’s portion” (as set defined below) of
the Employee’s COBRA continuation coverage (the “COBRA Coverage”) for the
duration of the “maximum required period” as such period is set forth under
COBRA and the applicable regulations.  Following such period, the
Company shall permit the Employee (including his spouse and dependents) to (A)
continue to participate in the Company’s group health plan if permitted
under




040707, 000014, 102625696.2
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such
plan, (B) convert the Company’s group health plan to an individual policy, or
(C) obtain other similar coverage, in each case for up to an additional six (6)
months after the expiration of the “maximum required period” by the Employee
paying one-hundred percent of the premiums for medical, dental and/or vision
coverage on an after-tax basis (“Medical
Benefits”).  Notwithstanding the foregoing, the benefits
described in this Section 6.4(a)(iii) may be discontinued by the Company prior
to the end of the period provided in this subsection (iii) to the extent, but
only to the extent, that the Employee receives substantially similar benefits
from a subsequent employer.




(iv)         Following
the end of the COBRA “maximum required period” provided under the Company’s
group health plan (the “Benefit Measurement Date”),
the Company shall, as a separate obligation, reimburse the Employee for any
medical premium expenses incurred to purchase the Medical Benefits under the
preceding Section 6.4(a)(iii), but only to the extent such expenses constitute
the “Company’s portion” of the premiums for continued Medical Benefits (which
amount shall be referred to herein as the “Medical
Reimbursement”).




The “Company’s portion” of COBRA
Coverage and of premiums for any continuing Medical Benefits shall be the
difference between one hundred percent of the COBRA Coverage or Medical Benefits
premium, as the case may be, and the dollar amount of medical premium expenses
paid for the same type or types of Company medical benefits by a similarly
situated employee on the Termination Date.




(v)          The
premiums available for Medical Reimbursement under Section 6.4(a)(iv) in any
calendar year will not be increased or decreased to reflect the amount actually
reimbursed in a prior or subsequent calendar year, and all Medical
Reimbursements under this paragraph will be paid to the Employee within thirty
(30) days following the Company’s receipt of a premium payment for Medical
Benefits.




(b)           Change of Control Benefits.
Subject to the provisions of Section 6.4(d), if a
Change of Control has occurred and the Employee’s employment was terminated by
the Company without Cause, or by the Employee for Good Reason as defined in
Section 5.3(d), during the period beginning six (6) months prior to the Change
of Control and ending two (2) years following the Change of Control (an “Eligible
Termination”), then in lieu of the Severance Benefits under Section 6.4(a), the
Employee will be entitled to benefits (the “Change of Control Benefits”)
with respect to an Eligible Termination, as follows:




(i)           Amounts
identical to those set forth in Sections 6.4(a)(i) and
(a)(ii) except that the amount described in Section 6.4(a)(ii) will be
equal to two times the sum of (A) the Employee’s annual Base Salary at the
highest rate in effect at any time during the thirty-six (36) month period
immediately preceding the Termination Date plus (B) thehighest Annual Bonus that
the Employee was paid in the thirty-six (36) months immediately preceding the
Change of Control, payable in a single lump sum within thirty (30) days
following the Termination




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Date;
provided, however, that if the Termination Date preceded the Change of Control,
then the Change of Control Benefits will be payable within the later of thirty
(30) days following the Termination Date and thirty (30) days following the
Change of Control;




(ii)          The
Company will pay the same COBRA Coverage described in Section 6.4(a)(iii), and
the term of the Medical Benefits following the Benefit Measurement Date, with
respect to both the Employee’s right to participate in a health insurance policy
as set forth in Section 6.4(a)(iii) and the Company’s Medical Reimbursement
obligation, as set forth in Section 6.4(a)(iv), shall be the
same.  Notwithstanding the foregoing, the benefits described in this
Section 6.4(b)(ii) may be discontinued by the Company prior to the end of the
period provided in this subsection (ii) to the extent, but only to the extent,
that the Employee receives substantially similar benefits from a subsequent
employer.




The
foregoing notwithstanding, if the Termination Date preceded the Change of
Control, the amount of Severance Benefits to which the Employee will be entitled
will be the difference between the Severance Benefits already paid to the
Employee, if any, under Section 6.4(a) and the Severance Benefits to be paid
under this Section 6.4(b)




(c)           Definition of Change of
Control. For purposes of this Agreement, a “Change
of Control” will mean the first to occur of:




(i)           The
acquisition by any individual, entity or group (within the meaning of
Section 13(d) (3) or 14(d) (2) of the Securities Exchange Act of 1934, as
amended (the “Exchange
Act”)) (a “Person”)
of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of thirty-five percent (35%) or more of either (A) the
then-outstanding equity interests of Linn Energy (the “Outstanding
Linn Energy Equity”) or (B) the combined voting power of the
then-outstanding voting securities of Linn Energy entitled to vote generally in
the election of directors (the “Outstanding
Linn Energy Voting Securities”); provided, however, that, for purposes of
this Section 6.4(c)(i),
the following acquisitions will not constitute a Change of Control: (1) any
acquisition directly from Linn Energy, (2) any acquisition by Linn Energy,
(3) any acquisition by any employee benefit plan (or related trust)
sponsored or maintained by Linn Energy or any affiliated company, or
(4) any acquisition by any corporation or other entity pursuant to a
transaction that complies with Section 6.4(c)(iii)(A),
Section 6.4(c)(iii)(B)
or Section 6.4(c)(iii)(C);




(ii)          Any
time at which individuals who, as of the date hereof, constitute the Board (the
“Incumbent
Board”) cease for any reason to constitute at least a majority of the
Board; provided, however, that any individual becoming a director subsequent to
the date hereof whose election, or nomination for election by Linn Energy’s Unit
holders, was approved by a vote of at least a majority of the directors then
comprising the Incumbent Board will be considered as though such individual were
a member of the Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a result




040707, 000014, 102625696.2
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of an
actual or threatened election contest with respect to the election or removal of
directors or other actual or threatened solicitation of proxies or consents by
or on behalf of a Person other than the Incumbent Board;




(iii)         Consummation
of a reorganization, merger, statutory share exchange or consolidation or
similar corporate transaction involving Linn Energy or any of its subsidiaries,
a sale or other disposition of all or substantially all of the assets of Linn
Energy, or the acquisition of assets or equity interests of another entity by
Linn Energy or any of its subsidiaries (each, a “Business
Combination”), in each case unless, following such Business Combination,
(A) all or substantially all of the individuals and entities that were the
beneficial owners of the Outstanding Linn Energy Equity and the Outstanding Linn
Energy Voting Securities immediately prior to such Business Combination
beneficially own, directly or indirectly, more than fifty percent (50%) of the
then-outstanding equity interests and the combined voting power of the
then-outstanding voting securities entitled to vote generally in the election of
directors, as the case may be, of the corporation resulting from such Business
Combination (including, without limitation, a corporation or other entity that,
as a result of such transaction, owns Linn Energy or all or substantially all of
Linn Energy’s assets either directly or through one or more subsidiaries) in
substantially the same proportions as their ownership immediately prior to such
Business Combination of the Outstanding Linn Energy Equity and the Outstanding
Linn Energy Voting Securities, as the case may be, (B) no Person (excluding
any corporation resulting from such Business Combination or any employee benefit
plan (or related trust) of Linn Energy or such corporation or other entity
resulting from such Business Combination) beneficially owns, directly or
indirectly, thirty-five percent (35%) or more of, respectively, the
then-outstanding equity interests of the corporation or other entity resulting
from such Business Combination or the combined voting power of the
then-outstanding voting securities of such corporation or other entity, except
to the extent that such ownership existed prior to the Business Combination, and
(C) at least a majority of the members of the board of directors of the
corporation or equivalent body of any other entity resulting from such Business
Combination were members of the Incumbent Board at the time of the execution of
the initial agreement or of the action of the Board providing for such Business
Combination; or




(iv)         Consummation
of a complete liquidation or dissolution of Linn Energy.




(d)           Conditions to Receipt of Severance
Benefits.




(i)           Release. As a
condition to receiving any Severance Benefits or Change of Control Benefits to
which the Employee may otherwise be entitled under Section 6.4(a)
or Section 6.4(b),
the Employee will execute a release (the “Release”),
which will include an affirmation of the restrictive covenants set forth in
Section 7
and a non-disparagement provision, in a form and substance satisfactory to the
Company, of any claims, whether arising under federal, state or




040707, 000014, 102625696.2
 11


local
statute, common law or otherwise, against the Company and its direct or indirect
subsidiaries which arise or may have arisen on or before the date of the
Release, other than any claims under this Agreement, any claim to vested
benefits under an employee benefit plan, any claim arising after the execution
of the Release or any rights to indemnification from the Company and its direct
or indirect subsidiaries pursuant to any provisions of the Company’s (or any of
its subsidiaries’) organizational  documents or any directors and
officers liability insurance policies maintained by the Company.  The
Company will provide the Release to the Employee for signature within ten (10)
days after the Termination Date.  If the Company has provided the
Release to the Employee for signature within ten (10) days after the Termination
Date and if the Employee fails or otherwise refuses to execute the Release
within a reasonable time after the Company has provided the Release to the
Employee, and in all events no later than sixty (60) days after the Termination
Date and prior to the date on which such benefits are to be first paid to him,
the Employee will not be entitled to any Severance Benefits or Change of Control
Benefits, as the case may be, or any other benefits provided under this
Agreement and the Company will have no further obligations with respect to the
provision of those benefits except as may be required by law.




(ii)          Limitation on
Benefits. If, following a termination of employment that gives the
Employee a right to the payment of Severance Benefits under Section 6.4(a)
or Section 6.4(b),
the Employee violates in any material respect any of the covenants in Section 7 or as
otherwise set forth in the Release, the Employee will have no further right or
claim to any payments or other benefits to which the Employee may otherwise be
entitled under Section 6.4(a)
or Section 6.4(b)
from and after the date on which the Employee engages in such activities and the
Company will have no further obligations with respect to such payments or
benefits, and the covenants in Section 7 will
nevertheless continue in full force and effect.




6.5          Severance Benefits Not
Includable for Employee Benefits Purposes . Except
to the extent the terms of any applicable benefit plan, policy or program
provide otherwise, any benefit programs of the Company that take into account
the Employee’s income will exclude any and all Severance Benefits and Change of
Control Benefits provided under this Agreement.




6.6          Exclusive Severance
Benefits . The
Severance Benefits payable under Section 6.4(a)
or the Change of Control Benefits payable under Section 6.4(b),
if they become applicable under the terms of this Agreement, will be in lieu of
any other severance or similar benefits that would otherwise be payable under
any other agreement, plan, program or policy of the Company.




6.7          Additional Payments by the
Company . Notwithstanding
anything in this Agreement to the contrary,




(a)           if any
payment or benefit received or to be received by the Employee in connection with
a Change of Control or the termination of the Employee’s employment
(whether




040707, 000014, 102625696.2
 12


pursuant
to the terms of this Agreement or any other plan, arrangement or agreement with
the Company, any other entity whose actions result in a Change of Control or any
entity affiliated with the Company) (all such payments and benefits, including
the Severance Payments, being hereinafter referred to as the “Total Payments”) would be
subject (in whole or part), to the excise tax imposed under Section 4999 of the
Code (including any similar state or local tax and any related interest or
penalties, “Excise
Tax”), the Employee will be paid an additional payment in an amount such
that, after the Employee’s payment of all taxes on or otherwise as a result of
the additional payment (including any Excise Tax, income tax, related interest
or penalties and effect of any disallowed deductions), the Employee retains an
amount of the additional payment equal to the Excise Tax. All determinations
required to be made under this Section 6.7(a), including as to any underlying
assumptions, will be made by an accounting firm selected by the Company and
reasonably acceptable to the Employee. The accounting firm will provide the
Employee and the Company with its determination of the additional payment, if
any, that is due with respect to any payment or benefit (together with
reasonably detailed supporting schedules) within fifteen (15) business days
after they receive notice from the Employee that the payment has been made or
benefit provided, or at such earlier time as the Company may request. If the
Employee reasonably requests and the accounting firm determines that no Excise
Tax is payable, the accounting firm will provide the Employee with a written
opinion, in form and substance reasonably satisfactory to the Employee, that the
Employee is not required to pay any Excise Tax and the Employee’s not reporting
any Excise Tax on his applicable federal income tax return will not result in
the imposition of a negligence or similar penalty. The Company will bear all
fees and expenses of the accounting firm, including any costs of retaining
experts; or




(b)          in
the event that any benefits payable or otherwise provided under this Agreement
would be deemed to constitute non-qualified deferred compensation subject to
Section 409A of the Code, Linn Energy or the Company, as the case may be, will
have the discretion to adjust the terms of such payment or benefit as it deems
necessary to comply with the requirements of Section 409A to avoid the
imposition of any excise tax or other penalty with respect to such payment or
benefit under Section 409A of the Code.




Any payment or reimbursement of an
Excise Tax or other tax or penalty pursuant to this provision shall be made no
later than the end of the Employee’s taxable year next following the taxable
year in which the related Excise Tax or other tax or penalty is remitted to the
Internal Revenue Service or any other applicable taxing authority.  If
Employee contests any such Excise Tax or other tax or penalty and receives a
refund of any amount paid by the Company hereunder, Employee shall promptly pay
such refund to the Company.




6.8          Timing of Payments by the
Company. Notwithstanding anything in this Agreement to the contrary,
in the event that the Employee is a “specified employee” (as determined under
Section 409A of the Code) at the time of the separation from service triggering
the payment or provision of benefits, any payment or benefit under this
Agreement which is determined to provide for a deferral of compensation pursuant
to Section 409A of the Code shall not commence being paid or made available to
the Employee until after six (6) months from the Termination Date that
constitutes a separation from service within the meaning of Code Section
409A.




040707, 000014, 102625696.2
 13


7.           Restrictive
Covenants.




7.1          Confidential
Information. The Employee hereby acknowledges that in connection with his
employment by the Company he will be exposed to and may obtain certain
Confidential Information (as defined below) (including, without limitation,
procedures, memoranda, notes, records and customer and supplier lists whether
such information has been or is made, developed or compiled by the Employee or
otherwise has been or is made available to him) regarding the business and
operations of the Company and its subsidiaries or affiliates. The Employee
further acknowledges that such Confidential Information is unique, valuable,
considered trade secrets and deemed proprietary by the Company. For purposes of
this Agreement, “Confidential
Information” includes, without limitation, any information heretofore or
hereafter acquired, developed or used by any of the Company, Linn Energy or
their direct or indirect subsidiaries relating to Business Opportunities or
Intellectual Property or other geological, geophysical, economic, financial or
management aspects of the business, operations, properties or prospects of the
Company, Linn Energy or their direct or indirect subsidiaries, whether oral or
in written form. The Employee agrees that all Confidential Information is and
will remain the property of the Company, Linn Energy or their direct or indirect
subsidiaries, as the case may be. The Employee further agrees, except for
disclosures occurring in the good faith performance of his duties for the
Company, Linn Energy or their direct or indirect subsidiaries, during the
Employment Term, the Employee will hold in the strictest confidence all
Confidential Information, and will not, both during the Employment Term and for
a period of five (5) years after the Termination Date, directly or indirectly,
duplicate, sell, use, lease, commercialize, disclose or otherwise divulge to any
person or entity any portion of the Confidential Information or use any
Confidential Information, directly or indirectly, for his own benefit or profit
or allow any person, entity or third party, other than the Company, Linn Energy
or their direct or indirect subsidiaries and authorized executives of the same,
to use or otherwise gain access to any Confidential Information. The Employee
will have no obligation under this Agreement with respect to any information
that becomes generally available to the public other than as a result of a
disclosure by the Employee or his agent or other representative or becomes
available to the Employee on a non-confidential basis from a source other than
the Company, Linn Energy or their direct or indirect subsidiaries. Further, the
Employee will have no obligation under this Agreement to keep confidential any
of the Confidential Information to the extent that a disclosure of it is
required by law or is consented to by the Company or Linn Energy; provided,
however, that if and when such a disclosure is required by law, the Employee
promptly will provide the Company with notice of such requirement, so that the
Company may seek an appropriate protective order.




7.2          Return of
Property. Employee agrees to deliver promptly to the Company, upon
termination of his employment hereunder, or at any other time when the Company
so requests, all documents relating to the business of the Company, Linn Energy
or their direct or indirect subsidiaries, including without limitation: all
geological and geophysical reports and related data such as maps, charts, logs,
seismographs, seismic records and other reports and related data, calculations,
summaries, memoranda and opinions relating to the foregoing, production records,
electric logs, core data, pressure data, lease files, well files and records,
land files, abstracts, title opinions, title or curative matters, contract
files, notes, records, drawings, manuals, correspondence, financial and
accounting information, customer lists, statistical data and compilations,
patents, copyrights, trademarks, trade names, inventions, formulae,
methods,




040707, 000014, 102625696.2
 14


processes,
agreements, contracts, manuals or any documents relating to the business of the
Company, Linn Energy or their direct or indirect subsidiaries and all copies
thereof and therefrom; provided, however, that the Employee will be permitted to
retain copies of any documents or materials of a personal nature or otherwise
related to the Employee’s rights under this Agreement, copies of this Agreement
and any attendant or ancillary documents specifically including any documents
referenced in this Agreement, copies of the Linn Energy, LLC Long Term Incentive
Plan Form of Executive Restrictive Unit Grant Agreement, copies of the Linn
Energy, LLC Long Term Incentive Plan, copies of the Linn Energy, LLC Long Term
Incentive Plan Summary and Prospectus, and copies of the Second Amended and
Restated Limited Liability Company Agreement of Linn Energy, LLC.




7.3          Non-Compete
Obligations.




(a)           Non-Compete Obligations During
Employment Term. The Employee agrees that during the Employment
Term:




(i)           the
Employee will not, other than through the Company, engage or participate in any
manner, whether directly or indirectly through any family member or as an
employee, employer, consultant, agent, principal, partner, more than one percent
(1%) shareholder, officer, director, licensor, lender, lessor or in any other
individual or representative capacity, in any business or activity which is
engaged in leasing, acquiring, exploring, producing, gathering or marketing
hydrocarbons and related products; provided that the foregoing shall not be
deemed to restrain the participation by the Employee’s spouse in any capacity
set forth above in any business or activity engaged in any such activity and
provided further that Linn Energy or the Company may, in good faith, take such
reasonable action with respect to the Employee’s performance of his duties,
responsibilities and authorities as set forth in Sections 1.1 and
1.2 of this
Agreement as it deems necessary and appropriate to protect its legitimate
business interests with respect to any actual or apparent conflict of interest
reasonably arising from or out of the participation by Employee’s spouse in any
such competitive business or activity; and




(ii)          all
investments made by the Employee (whether in his own name or in the name of any
family members or other nominees or made by the Employee’s controlled
affiliates), which relate to the leasing, acquisition, exploration, production,
gathering or marketing of hydrocarbons and related products will be made solely
through the Company; and the Employee will not (directly or indirectly through
any family members or other persons), and will not permit any of his controlled
affiliates to: (A) invest or otherwise participate alongside the Company or
its direct or indirect subsidiaries in any Business Opportunities, or
(B) invest or otherwise participate in any business or activity relating to
a Business Opportunity, regardless of whether any of the Company or its direct
or indirect subsidiaries ultimately participates in such business or activity,
in either case, except through the Company. Notwithstanding the foregoing,
nothing in this Section 7.3 shall be deemed to prohibit the Employee or any
family member from owning, or otherwise having an interest in, less than
one




040707, 000014, 102625696.2
 15


percent
(1%) of any publicly owned entity or three percent (3%) or less of any private
equity fund or similar investment fund that invests in any business or activity
engaged in any of the activities set forth above, provided that Employee has no
active role with respect to any investment by such fund in any
entity.




(b)          Non-Compete Obligations After
Termination Date. The Employee agrees that the Employee will not engage
or participate in any manner, whether directly or indirectly, through any family
member or other person or as an employee, employer, consultant, agent principal,
partner, more than one percent (1%) shareholder, officer, director, licensor,
lender, lessor or in any other individual or representative capacity during the
one (1) year period following the Termination Date, in any business or activity
which is in direct competition with the business of the Company or its direct or
indirect subsidiaries in the leasing, acquiring, exploring, producing, gathering
or marketing of hydrocarbons and related products within the boundaries of, or
within a two-mile radius of the boundaries of, any mineral property interest of
any of the Company or its direct or indirect subsidiaries (including, without
limitation, a mineral lease, overriding royalty interest, production payment,
net profits interest, mineral fee interest or option or right to acquire any of
the foregoing, or an area of mutual interest as designated pursuant to
contractual agreements between the Company and any third party) or any other
property on which any of the Company or its direct or indirect subsidiaries has
an option, right, license or authority to conduct or direct exploratory
activities, such as three-dimensional seismic acquisition or other seismic,
geophysical and geochemical activities (but not including any preliminary
geological mapping), as of the Termination Date or as of the end of the six (6)
month period following such Termination Date; provided that, this
Section 7.3(b) will not preclude the Employee from making investments in
securities of oil and gas companies which are registered on a national stock
exchange, if (A) the aggregate amount owned by the Employee and all family
members and affiliates does not exceed five percent (5%) of such company’s
outstanding securities, and (B) the aggregate amount invested in such
investments by the Employee and all family members and affiliates after the date
hereof does not exceed $500,000.




Notwithstanding
the foregoing, nothing in this Section 7.3
shall be deemed to restrain the participation by Employee’s spouse in any
capacity set forth above in any business or activity described
above.




(c)          Not Applicable Following Change of
Control Termination. The Employee will not be subject to the covenants
contained in Section 7.3(b)
and such covenants will not be enforceable against the Employee from and after
the date of an Eligible Termination if such Eligible Termination occurs within
six (6) months before or two (2) years after a Change of Control.




7.4          Non-Solicitation.




(a)          Non-Solicitation Other than Following a Change of
Control Termination. During the Employment Term and for a period of one
(1) year after the Termination Date, the Employee will not, whether for his own
account or for the account of any other Person (other than the Company or its
direct or indirect subsidiaries), (i) intentionally solicit, endeavor to entice
away from the Company or its direct or indirect subsidiaries, or otherwise
interfere with the relationship of the Company or its direct or indirect
subsidiaries with, any person who is




040707, 000014, 102625696.2
 16


employed
by the Company or its direct or indirect subsidiaries (including any independent
sales representatives or organizations), or (ii) using Confidential Information,
solicit, endeavor to entice away from the Company or its direct or indirect
subsidiaries, or otherwise interfere with the relationship of the Company or its
direct or indirect subsidiaries with, any client or customer of the Company or
its direct or indirect subsidiaries in direct competition with the
Company.




(b)          Not Applicable Following Change of
Control Termination.The Employee will not be subject to the covenants
contained in Section 7.4(a) and such covenants will not be enforceable against
the Employee from and after the date of an Eligible Termination if such Eligible
Termination occurs within six (6) months before or two (2) years following a
Change of Control.




7.5          Assignment of
Developments . The
Employee assigns and agrees to assign without further compensation to the
Company and its successors, assigns or designees, all of the Employee’s right,
title and interest in and to all Business Opportunities and Intellectual
Property (as those terms are defined below), and further acknowledges and agrees
that all Business Opportunities and Intellectual Property constitute the
exclusive property of the Company.




For
purposes of this Agreement, “Business
Opportunities” means all business ideas, prospects, proposals or other
opportunities pertaining to the lease, acquisition, exploration, production,
gathering or marketing of hydrocarbons and related products and the exploration
potential of geographical areas on which hydrocarbon exploration prospects are
located, which are developed by the Employee during the Employment Term, or
originated by any third party and brought to the attention of the Employee
during the Employment Term, together with information relating thereto
(including, without limitation, geological and seismic data and interpretations
thereof, whether in the form of maps, charts, logs, seismographs, calculations,
summaries, memoranda, opinions or other written or charted means).




For
purposes of this Agreement, “Intellectual
Property” shall mean all ideas, inventions, discoveries, processes,
designs, methods, substances, articles, computer programs and improvements
(including, without limitation, enhancements to, or further interpretation or
processing of, information that was in the possession of the Employee prior to
the date of this Agreement), whether or not patentable or copyrightable, which
do not fall within the definition of Business Opportunities, which the Employee
discovers, conceives, invents, creates or develops, alone or with others, during
the Employment Term, if such discovery, conception, invention, creation or
development (a) occurs in the course of the Employee’s employment with the
Company, (b) occurs with the use of any of the time, materials or
facilities of the Company or its direct or indirect subsidiaries, or (c) in
the good faith judgment of the Board, relates or pertains in any material way to
the purposes, activities or affairs of the Company or its direct or indirect
subsidiaries.




7.6          Injunctive
Relief . The
Employee acknowledges that a breach of any of the covenants contained in this
Section 7
may result in material, irreparable injury to the Company for which there is no
adequate remedy at law, that it may not be possible to measure damages for such
injuries precisely and that, in the event of such a breach or threat of breach,
the Company may be entitled to obtain a temporary restraining order and/or a
preliminary or permanent




040707, 000014, 102625696.2
 17


injunction
restraining the Employee from engaging in activities prohibited by this Section 7 or
such other relief as may be required to specifically enforce any of the
covenants in this Section 7.




7.7          Adjustment of
Covenants.  The parties consider the covenants and restrictions
contained in this Section 7 to be reasonable. However, if and when any such
covenant or restriction is found to be void or unenforceable and would have been
valid had some part of it been deleted or had its scope of application been
modified, such covenant or restriction will be deemed to have been applied with
such modification as would be necessary and consistent with the intent of the
parties to have made it valid, enforceable and effective.




7.8          Forfeiture
Provision.




(a)          Detrimental Activities. If
the Employee engages in any activity that violates any covenant or restriction
contained in this Section 7, in
addition to any other remedy the Company may have at law or in equity,
(i) the Employee will be entitled to no further payments or benefits from
the Company under this Agreement or otherwise, except for any payments or
benefits required to be made or provided under applicable law, (ii) all
unexercised Unit options, restricted Units and other forms of equity
compensation held by or credited to the Employee will terminate effective as of
the date on which the Employee engages in that activity, unless terminated
sooner by operation of another term or condition of this Agreement or other
applicable plans and agreements, and (iii) any exercise, payment or
delivery pursuant to any equity compensation award that occurred within one (1)
year prior to the date on which the Employee engages in that activity may be
rescinded within one (1) year after the first date that a majority of the
members of the Board first became aware that the Employee engaged in that
activity. In the event of any such rescission, the Employee will pay to the
Company the amount of any gain realized or payment received as a result of the
rescinded exercise, payment or delivery, in such manner and on such terms and
conditions as may be required.




(b)          Right of Setoff. The Employee
consents to a deduction from any amounts the Company owes the Employee from time
to time (including amounts owed as wages or other compensation, fringe benefits,
or vacation pay, as well as any other amounts owed to the Employee by the
Company), to the extent of the amounts the Employee owes the Company under Section 7.8(a)
above. Whether or not the Company elects to make any setoff in whole or in part,
if the Company does not recover by means of setoff the full amount the Employee
owes, calculated as set forth above, the Employee agrees to pay immediately the
unpaid balance to the Company. In the discretion of the Board, reasonable
interest may be assessed on the amounts owed, calculated from the later of
(i) the date the Employee engages in the prohibited activity and
(ii) the applicable date of exercise, payment or delivery.




8.           Miscellaneous.




8.1          Assignment; Successors;
Binding Agreement. This Agreement may not be assigned by either party,
whether by operation of law or otherwise, without the prior written consent of
the other party, except that any right, title or interest of the Company arising
out of this Agreement may be assigned to any corporation or entity controlling,
controlled by, or under common control with the Company, or succeeding to the
business and substantially all of the assets of the Company or any affiliates
for which the Employee performs substantial services.




040707, 000014, 102625696.2
 18


Subject
to the foregoing, this Agreement will be binding upon and will inure to the
benefit of the parties and their respective heirs, legatees, devisees, personal
representatives, successors and assigns.  The Company shall obtain
from any successor or other person or entity acquiring a majority of the
Company’s assets or Units a written agreement to perform all terms of this
Agreement.




8.2          Modification and
Waiver. Except as otherwise provided below, no provision of this
Agreement may be modified, waived, or discharged unless such waiver,
modification or discharge is duly approved by the Board and is agreed to in
writing by the Employee and such officer(s) as may be specifically authorized by
the Board to effect it. No waiver by any party of any breach by any other party
of, or of compliance with, any term or condition of this Agreement to be
performed by any other party, at any time, will constitute a waiver of similar
or dissimilar terms or conditions at that time or at any prior or subsequent
time.




8.3          Entire Agreement.
This Agreement together with any attendant or ancillary documents, specifically
including, but not limited to, (a) all documents referenced in this Agreement,
(b) the written policies and procedures of the Company, (c) the Company’s
Amended and Restated Long-Term Incentive Plan or any successor plan (the
“LTIP”), (d) each Company LTIP Executive Option Agreement to which the Employee
is party, (e) each Company LTIP Executive Restricted Unit Agreement to which the
Employee is party, and (f) the Second Amended and Restated Limited Liability
Company Agreement of Linn Energy, LLC, as amended, embodies the entire
understanding of the parties hereto, and, upon the Effective Date, will
supersede all other oral or written agreements or understandings between them
regarding the subject matter hereof; provided, however, that if there is a
conflict between any of the terms in this Agreement and the terms in any LTIP
Executive Option Agreement to which the Employee is party, any LTIP Executive
Restricted Unit Agreement to which the Employee is party, or any other award
agreement between the Company and the Employee pursuant to the LTIP, the terms
of this Agreement shall govern.  No agreement or representation, oral
or otherwise, express or implied, with respect to the subject matter of this
Agreement, has been made by either party which is not set forth expressly in
this Agreement or the other documents referenced in this Section
8.3.




8.4          Governing
Law. The validity, interpretation, construction and performance of
this Agreement will be governed by the laws of the State of Texas other than the
conflict of laws provision thereof.




8.5          Consent to Jurisdiction;
Service of Process; Waiver of Jury Trial.




(a)          Disputes.  In the
event of any dispute, controversy or claim between the Company and the Employee
arising out of or relating to the interpretation, application or enforcement of
the provisions of this Agreement, the Company and the Employee agree and consent
to the personal jurisdiction of the state and local courts located within Harris
County, Texas, and/or the United States District Court for the Southern District
of Texas, Houston Division for resolution of the dispute, controversy or claim,
and that those courts, and only those courts, will have jurisdiction to
determine any dispute, controversy or claim related to, arising under or in
connection with this Agreement. The Company and the Employee also agree that
those courts are convenient forums for the parties to any such dispute,
controversy or claim and




040707, 000014, 102625696.2
 19


for any
potential witnesses and that process issued out of any such court or in
accordance with the rules of practice of that court may be served by mail or
other forms of substituted service to the Company at the address of its
principal executive offices and to the Employee at his last known address as
reflected in the Company’s records.




(b)          Waiver of Right to Jury
Trial.




THE
COMPANY AND  THE EMPLOYEE HEREBY VOLUNTARILY, KNOWINGLY AND
INTENTIONALLY WAIVE ANY AND ALL RIGHTS TO TRIAL BY JURY TO ALL CLAIMS ARISING
OUT OF OR RELATING TO THIS AGREEMENT, AS WELL AS TO ALL CLAIMS ARISING OUT OF
EMPLOYEE’S EMPLOYMENT WITH THE COMPANY OR TERMINATION THEREFROM INCLUDING, BUT
NOT LIMITED TO:




(i)           Any
and all claims and causes of action arising under contract, tort or other common
law including, without limitation, breach of contract, fraud, estoppel,
misrepresentation, express or implied duties of good faith and fair dealing,
wrongful discharge, discrimination, retaliation, harassment, negligence, gross
negligence, false imprisonment, assault and battery, conspiracy, intentional or
negligent infliction of emotional distress, slander, libel, defamation and
invasion of privacy.




(ii)          Any
and all claims and causes of action arising under any federal, state or local
law, regulation or ordinance, including, without limitation, claims arising
under Title VII of the Civil Rights Act of 1964, the Pregnancy Discrimination
Act, the Age Discrimination in Employment Act, the Americans with Disabilities
Act, the Family and Medical Leave Act, the Fair Labor Standards Act and all
corresponding state laws.




(iii)         Any
and all claims and causes of action for wages, employee benefits, vacation pay,
severance pay, pension or profit sharing benefits, health or welfare benefits,
bonus compensation, commissions, deferred compensation or other remuneration,
employment benefits or compensation, past or future loss of pay or benefits or
expenses.




8.6          Withholding of Taxes.
The Company will withhold from any amounts payable under the Agreement all
federal, state, local or other taxes as legally will be required to be
withheld.




8.7          Notices. All
notices, consents, waivers, and other communications under this Agreement must
be in writing and will be deemed to have been duly given when (a) delivered
by hand (with written confirmation of receipt), (b) sent by facsimile (with
written confirmation of receipt), provided that a copy is mailed by registered
mail, return receipt requested, or (c) when received by the addressee, if
sent by a nationally recognized overnight delivery service (receipt requested),
in each case to the appropriate addresses and facsimile numbers set forth below
(or to such other addresses and facsimile numbers as a party may designate by
notice to the other parties).




040707, 000014, 102625696.2
 20


to the Company:


Attn:
Senior Vice President and General Counsel


Linn
Energy, LLC


JPMorgan
Chase Tower


600Travis
Suite 5100 Houston, Texas  77002





to the
Employee:





Arden L.
Walker, Jr.


123 S.
Tranquil Path


The
Woodlands, TX 77380





Addresses
may be changed by written notice sent to the other party at the last recorded
address of that party.




8.8          Severability. The
invalidity or unenforceability of any provision or provisions of this Agreement
will not affect the validity or enforceability of any other provision of this
Agreement, which will remain in full force and effect.




8.9          Counterparts. This
Agreement may be executed in one or more counterparts, each of which will be
deemed to be an original but all of which together will constitute one and the
same instrument.




8.10        Headings. The
headings used in this Agreement are for convenience only, do not constitute a
part of the Agreement, and will not be deemed to limit, characterize, or affect
in any way the provisions of the Agreement, and all provisions of the Agreement
will be construed as if no headings had been used in the Agreement.




8.11        Construction. As
used in this Agreement, unless the context otherwise requires: (a) the
terms defined herein will have the meanings set forth herein for all purposes;
(b) references to “Section” are to a section hereof; (c) ”include,”
“includes” and “including” are deemed to be followed by “without limitation”
whether or not they are in fact followed by such words or words of like import;
(d) ”writing,” “written” and comparable terms refer to printing, typing,
lithography and other means of reproducing words in a visible form;
(e) ”hereof,” “herein,” “hereunder” and comparable terms refer to the
entirety of this Agreement and not to any particular section or other
subdivision hereof or attachment hereto; (f) references to any gender
include references to all genders; and (g) references to any agreement or
other instrument or statute or regulation are referred to as amended or
supplemented from time to time (and, in the case of a statute or regulation, to
any successor provision).




8.12        Capacity; No
Conflicts. The Employee represents and warrants to the Company that:
(a) he has full power, authority and capacity to execute and deliver this
Agreement, and to perform his obligations hereunder, (b) such execution,
delivery and performance will not (and with the giving of notice or lapse of
time, or both, would not) result in the breach of any agreement or other
obligation to which he is a party or is otherwise bound, and (c) this
Agreement is his valid and binding obligation, enforceable in accordance with
its terms.




040707, 000014, 102625696.2
 21




IN
WITNESS WHEREOF, the parties have duly executed this Agreement as of the date
first written above.




LINN
OPERATING, INC.




By: /s/ Michael C.
Linn


Name: Michael
C. Linn


Title:   Chairman
and Chief Executive Officer




EMPLOYEE




/s/ Arden L. Walker,
Jr.


Arden L.
Walker, Jr.




For the
limited purposes set forth herein:




LINN
ENERGY, LLC




By: /s/ Michael C.
Linn


Name: Michael
C. Linn


Title:   Chairman
and Chief Executive Officer









040707, 000014, 102625696.2