**Exhibit10.12**

 

**EXECUTIONCOPY**

 

**EMPLOYMENT AGREEMENT**

** **

**March 22. 2007**

 

The parties to thisEmployment Agreement (this *“Agreement”*)**are LlNN OPERATING, INC., aDelaware corporation (the *“Company”)*andCharlene A. Ripley (the *“Employee”*).**Theparties desire to provide for the employment of the Employee as Senior VicePresident & General Counsel of the Company and of Linn Energy (asdefined) commencing on Employee’s first date of employment, such date to bemutually agreed by the parties (the “Effective Date”) on the terms set forthherein. LINN ENERGY, LLC, a Delaware limited liability company and the 100%parent of the Company (*“Linn Energy”*),**is joining in this agreement forthe limited purposes of reflecting its agreement to the matters set forthherein as to it, but such joinder is not intended to make Linn Energy theemployer of the Employee for any purpose.

 

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

 

**1.**    **Positionand Duties**

 

1.1       Employment; Titles; Reporting.  The Company agrees to employthe Employee and the Employee agrees to enter employment with the Company, uponthe 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 VicePresident & General Counsel, and Corporate Secretary. In suchcapacity, the Employee will report to Linn Energy’s and the Company’s Chairman,President & CEO and otherwise will be subject to the direction andcontrol of the Board of Directors of Linn Energy (including any committeethereof, the (*“Board”*),**and,the Employee will have such duties, responsibilities and authorities as may beassigned to her by the Company’s Chairman of the Board or the Board from time totime and otherwise consistent with such position in a public company comparableto Linn Energy which is engaged in natural gas and oil acquisition, developmentand production (including, but not limited to, maintaining, to the extentapplicable, compliance with the Sarbanes-Oxley Act of 2002 and relatedregulations and all other federal, state and local laws and regulations, aswell as all regulations and rules of any exchange or electronic tradingsystem on which Linn Energy’s securities are traded).

 

1.2       Duties.  During the Employment Term, the Employee willdevote substantially all of her full working time to the business and affairsof the Company, will use her best efforts to promote the Company’s interestsand will perform her duties and responsibilities faithfully, diligently and tothe best of her ability, consistent with sound business practices. The Employeemay be required by the Board to provide services to, or otherwise serve as anofficer or director of, any direct or indirect subsidiary of the Company or toLinn Energy, as applicable. The Employee will comply with the Company’s andLinn Energy’s policies, codes and procedures, as they may be in effect fromtime to time, applicable to executive officers of the Company and Linn Energy.Nevertheless, the Employee may, with the prior approval of the Board in eachinstance, engage in such other business and charitable activities that do notcreate a conflict of interest or the appearance of a conflict of interest withthe Company or Linn Energy or materially

 

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interfere with theperformance of her obligations to the Company or Linn Energy under thisAgreement.

 

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

 

**2.**    **Termof Employment.**  The term of the Employee’s employment by theCompany under this Agreement (the *“EmploymentTerm”*)**will commence on the EffectiveDate 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 thisAgreement as the *“Termination Date.”*

 

**3.**    **Compensation.**

 

3.1       Base Salary.  Duringthe Employment Term, the Employee will be entitled to receive a base salary (*“BaseSalary”*)**atan annual rate of not less than $200,000 for services rendered to the Companyand any of its direct or indirect subsidiaries, payable in accordance with theCompany’s regular payroll practices. The Employee’s Base Salary will bereviewed annually by the Board and may be adjusted upward in the Board’s solediscretion.

 

3.2       Bonus Compensation.  (a)  The Employee will be entitled to aone-time bonus (the “One-Time Bonus”) in the amount of $120,000, (1/2) payable within thirty (30) days after the Effective Dateand (1/2) payable on the first anniversary of the Effective Date. (b) TheEmployee will also be entitled to receive a guaranteed bonus (“Guaranteed Bonus”)payment of not less than $125,000 with respect to the Company’s fiscal yearending December 31, 2007. Thereafter, during the Employment Term, theEmployee will be entitled to receive incentive compensation in such amounts andat such times as the Board may determine in its sole discretion to award to herunder any incentive compensation or other bonus plan or arrangement as may beestablished by the Board from time to time (collectively, the *“Employee Bonus Plan”*)*.*Anyadditional incentive compensation payable under any Employee Bonus Plan will bereferred to in the aggregate in this Agreement as the Employee’s *“Bonus.”*

 

3.3       Long-Term Incentive Compensation.

 

(a)        Unit Options.  As of the Effective Date, the Employee willreceive an award of non-qualified options to purchase up to 30,000 Units ofLinn Energy at a per share exercise price equal to the fair market value of aUnit as of the date of grant, which shall be awarded under the terms of theLinn Energy, LLC Long Term Incentive Plan or any successor plan, as it may bein effect from time to time (the “Incentive Plan”), and subject to aservice-based vesting schedule and such other terms and conditions set forth inthe applicable option agreement.

 

(b)        Restricted Units.  As of the Effective Date, the Employee willreceive a restricted Unit award in the amount of 30,000 Units of Linn Energy,which shall be awarded under the terms of the Incentive Plan, and subject to aservice-based vesting schedule and such other terms and conditions set forth inthe applicable restricted unit agreement.

 

(c)        Future Awards.  In addition to the above long-term incentivecompensation awards, awards of Unit options, Unit grants, restricted Unitsand/or other forms of equity-based compensation to the Employee on or after theEffective Date may be made from time to time during the Employment Term by theBoard in its sole discretion, whose decision will

 

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be based upon performanceand award guidelines for executive officers of the Company and Linn Energyestablished periodically by the Board in its sole discretion.

 

**4.****   ****Expenses and Other Benefits.**

 

4.1       Reimbursement ofExpenses.  The Employee will be entitled to receiveprompt reimbursement for all reasonable expenses incurred by her during theEmployment Term (in accordance with the policies and practices presentlyfollowed by the Company or as may be established by the Board from time to timefor the Company’s and Linn Energy’s senior executive officers) in performingservices under this Agreement, provided that the Employee properly accounts forsuch expenses in accordance with the Company’s and Linn Energy’s policies as ineffect from time to time.

 

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

 

4.3       Other Employee Benefits. In addition to the foregoing, during theEmployment Term, the Employee will be entitled to participate in and to receive benefits as a senior executive under all of the Company’semployee benefit plans, programs and arrangements available to seniorexecutives, subject to the eligibility criteria and other terms and conditionsthereof, 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 Agreementwill terminate upon her death.

 

5.2       Termination by the Company.

 

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

 

(b)   *Definition of Cause.  *For purposes of this Agreement, the Company will have *“Cause*”**toterminate the Employee’s employment under this Agreement by reason of any ofthe following: (i) the Employee’s conviction of, or plea of nolocontendere to, any felony or to any crime or offense causing substantial harmto any of Linn Energy or its direct or indirect subsidiaries (whether or notfor personal gain) or involving acts of theft, fraud, embezzlement, moralturpitude or similar conduct; (ii) the Employee’s repeated intoxication byalcohol or drugs during the performance of her duties; (iii) malfeasancein the conduct of Employee’s duties, including, but not limited to,(A) willful and intentional misuse or diversion of any of the funds ofLinn Energy or its direct or indirect subsidiaries, (B) embezzlement or(C) fraudulent or willful and material misrepresentations or concealmentson any written reports submitted to any of Linn Energy or its direct orindirect subsidiaries; (iv) the Employee’s material failure to perform theduties of the Employee’s employment consistent with Employee’s positionexpressly including the provisions of this Agreement, or material failure tofollow or comply with the reasonable and lawful written directives of theBoard; (v) a material

 

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breach of this Agreement; or(vi) a material breach by the Employee of written policies of the Companyconcerning employee discrimination or harassment.

 

(c)    *Notice and Cure Opportunity in Certain Circumstances. *The Employee may be afforded a reasonable opportunity to cure any actor omission that would otherwise constitute “Cause” hereunder according to thefollowing terms: The Board will give the Employee written notice stating withreasonable specificity the nature of the circumstances determined by the Boardin good faith to constitute “Cause.” If, in the good faith judgment of theBoard, the alleged breach is reasonably susceptible to cure, the Employee willhave fifteen (15) days from her receipt of such notice to effect the cure ofsuch circumstances or such breach to the good faith satisfaction of the Board.The Board will state whether the Employee will have such an opportunity to curein the initial notice of “Cause”referred to above. If, in the good faithjudgment of the Board the alleged breach is not reasonably susceptible to cure,or such circumstances or breach have not been satisfactorily cured within suchfifteen (15) day cure period, such breach will thereupon constitute “Cause”hereunder.

 

5.3       Termination by the Employee.

 

(a)   *Terminable at will.  *The Employee may terminate her employment under this Agreement at anytime with or without Good Reason (as defined below).

 

(b)   *Notice and Cure Opportunity.  *If such termination is with Good Reason, the Employee will give theCompany written notice, which will identify with reasonable specificity thegrounds 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 forresignation contained in the notice. A termination will not be for Good Reasonif 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 Reasonfor her termination hereunder.

 

(c)   *Definition of Good Reason.* Forpurposes of this Agreement, *“Good Reason”*will mean any of the following to which the Employee will notconsent in writing: (a) a reduction in the Employee’s Base Salary, or(b) a relocation within two (2) years from the Effective Date of thisAgreement of the Employee’s primary place of employment to a location more than50 miles from Houston, Texas.

 

5.4       Notice of Termination. Any termination of the Employee’semployment by the Company or by the Employee during the Employment Term (otherthan termination pursuant to Section 5.1) will be communicated bywritten Notice of Termination to the other party hereto in accordance with Section 7.7.For purposes of this Agreement, a *“Noticeof Termination”*means a written notice that (a) indicates thespecific termination provision in this Agreement relied upon, (b) to theextent applicable, sets forth in reasonable detail the facts and circumstancesclaimed to provide a basis for termination of the Employee’s employment underthe provision so indicated, and (c) if the Termination Date (as definedherein) is other than the date of receipt of such notice, specifies theTermination Date (which Termination Date will be not more than thirty (30) daysafter the giving of such notice).

 

5.5       Disability.  If the Company determines in good faith thatthe Disability (as defined herein) of the Employee has occurred during theEmployment Term, it may, without breaching this Agreement, give to the Employeewritten notice in accordance with Section 5.4 of its

 

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intention to terminate theEmployee’s employment. In such event, the Employee’s employment with theCompany will terminate effective on the fifteenth (15th) day after receipt of such notice by the Employee (the *“Disability Effective Date”*)*,*providedthat, within the fifteen (15) days after such receipt, the Employee will nothave returned to full-time performance of the Employee’s duties. *“Disability”*means thedetermination by a physician selected by the Company that the Employee has beenunable to perform substantially the Employee’s usual and customary duties underthis Agreement for a period of at least one hundred twenty (120) consecutivedays or a non-consecutive period of one hundred eighty (180) days during anytwelve-month period as a result of incapacity due to mental or physical illnessor disease. At any time and from time to time, upon reasonable requesttherefore by the Company, the Employee will submit to reasonable medicalexamination for the purpose of determining the existence, nature and extent ofany such disability.

 

**6.****   ****Compensation of the Employee upon Termination.**

 

6.1       Death.  If the Employee’s employment under thisAgreement is terminated by reason of her death, the Company will pay to theperson or persons designated by the Employee for that purpose in a notice filedwith the Company, or, if no such person will have been so designated, to herestate, the amount of (a) the Employee’s accrued but unpaid Base Salarythrough the Termination Date paid in a lump sum within thirty (30) daysfollowing the Termination Date, (b) with respect to any Termination Dateon or after January 1, 2008 by reason of Employee’s death, (i) anyunpaid One-Time Bonus amounts, and (ii) any accrued but unpaid Bonus,which Bonus will be payable at such time as the bonuses of other executiveofficers of the Company are payable, (c) with respect to any TerminationDate on or before December 31, 2007 by reason of Employee’s death, a cashamount equal to (i) any unpaid One-Time Bonus amounts, if any, and(ii) the Employee’s pro-rata Guaranteed Bonus amount set forth inSection 3.2 of this Agreement, payable at such time as bonuses for suchannual period are paid to other executive officers of the Company, and(d) any other amounts that may be reimbursable by the Company to theEmployee as expressly provided under this Agreement paid in a lump sum withinthirty (30) days following the Termination Date, and**the Companythereafter will have no further obligation to the Employee under thisAgreement, other than for payment of any amounts accrued and vested under anyemployee benefit plans or programs of the Company and any payments or benefitsrequired to be made or provided under applicable law. Without limiting thegenerality of the foregoing, any rights the Employee’s beneficiary may have tothe proceeds of any life insurance arrangement set forth in Section 4.3will be in lieu of any special entitlement to severance pay or benefits uponthe Employee’s death.

 

6.2       Disability.  In the event of the Employee’s termination byreason of Disability pursuant to Section 5.5, the Employee willcontinue to receive her Base Salary and participate in applicable employeebenefit plans or programs of the Company (on an equivalent basis to Section 6.4(a)(iv)* *below) through the Termination Date,subject to offset dollar-for-dollar by the amount of any disability incomepayments provided to the Employee under any Company disability policy orprogram funded by the Company, and will receive (a) the Employee’s accruedbut unpaid Base Salary through the Termination Date paid in a lump sum withinthirty (30) days following the Termination Date, (b) with respect to anyTermination Date on or after January 1, 2008 by reason of Employee’sDisability, any accrued, but unpaid Bonus, which Bonus will be payable at suchtime as the bonuses of other executive officers of the Company are payable,(c) with respect to any Termination Date on or before December 31,2007 by reason of Employee’s Disability, a cash amount equal to (i) anyunpaid One-Time Bonus amounts, if any, and (ii) the Employee’s pro-rataGuaranteed Bonus amount set forth in Section 3.2 of this Agreement,payable at such time as bonuses for such annual period are paid to other

 

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executiveofficers of the Company, and (d) any other amounts that may bereimbursable by the Company to the Employee as expressly provided under thisAgreement paid in a lump sum within thirty (30) days following the TerminationDate, and the Company thereafter will have no further obligation to theEmployee under this Agreement, other than for payment of any amounts accruedand vested under any employee benefit plans or programs of the Company and anypayments or benefits required to be made or provided under applicable law.

 

6.3       By the Company for Cause or the Employee Without Good Reason.  Ifthe Employee’s employment is terminated by the Company for Cause, or if theEmployee terminates her employment other than for Good Reason, the Employeewill receive (a) the Employee’s accrued but unpaid Base Salary through theTermination Date paid in a lump sum within thirty (30) days following theTermination Date, (b) any accrued but unpaid Bonus, which Bonus will bepayable at such time as the bonuses of other executive officers of the Companyare payable, and (c) any other amounts that may be reimbursable by theCompany to the Employee as expressly provided under this Agreement paid in alump sum within thirty (30) days following the Termination Date, and theCompany thereafter will have no further obligation to the Employee under thisAgreement, other than for payment of any amounts accrued and vested under anyemployee benefit plans or programs of the Company and any payments or benefitsrequired to be made or provided under applicable law.

 

6.4       By the Employee for Good Reason or the Company other than for Cause.

 

(a)   *SeveranceBenefits on Non-Change of Control Termination.  *Subject to the provisions of Section 6.4(b) andSection 6.4(d), if prior to or more than one (1) year afterthe occurrence of a Change of Control (as defined below) the Company terminatesthe Employee’s employment without Cause, or the Employee terminates heremployment for Good Reason, then the Employee will be entitled to the followingbenefits (the *“Severance Benefits”*)*:*

 

(i)        an amount equal to (a) the Employee’s accrued but unpaid BaseSalary through the Termination Date paid in a lump sum within thirty (30) daysfollowing the Termination Date, (b) with respect to any Termination Dateon or after January 1, 2008 by the Employee for Good Reason or by theCompany without Cause, any accrued but unpaid Bonus, which Bonus will bepayable at such time as the bonuses of other executive officers of the Companyare payable, (c) any other amounts that may.be reimbursable by the Companyto the Employee as expressly provided under this Agreement paid in a lump sumwithin thirty (30) days following the Termination Date;

 

(ii)       with respect to any termination event described in this paragraph(a) of Section 6.4: (A) occurring after the Effective Date andprior to the first anniversary date thereof, twelve (12) monthly payments, and(B) occurring on or after the first anniversary of the Effective Date,twenty-four (24) monthly payments, in either case in an amount equal toone-twelfth (1/12) of the Employee’s annual Base Salary at the highest rate ineffect at any time during the thirty-six (36)-month period prior to theTermination Date, commencing with the calendar month immediately following thecalendar month in which the Termination Date occurs;

 

(iii)      With respect to any Termination Date on or before December 31,2007 by the Employee for Good Reason or by the Company without Cause, a

 

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cash amount equal to theEmployee’s pro-rata Guaranteed Bonus amount set forth in Section 3.2 ofthis Agreement, payable at such time as bonuses for such annual period are paidto other executive officers of the Company; and

 

(iv)   the Company will pay the full cost of the Employee’s COBRA continuationcoverage for such period, as such coverage is required to be continued underapplicable law; provided, however, that, notwithstanding the foregoing, thebenefits described in this Section 6.4(a)(iv) may bediscontinued prior to the end of the period provided in this subsection(iv) to the extent, but only to the extent, that the Employee receivessubstantially similar benefits from a subsequent employer (*“COBRABenefit”*).

 

(b)  *Change ofControl Benefits.*Subject to the provisions of Section 6,4(d),if within the one (1)-year period following the occurrence of a Change ofControl, the Company terminates the Employee’s employment without Cause, or theEmployee terminates her employment for Good Reason (an “Eligible Termination”),then, in lieu of the Severance Benefits under Section 6.4(a), theEmployee will be entitled to benefits (the *“Changeof Control Benefits”*)**identical to those set forth in Section 6.4(a) exceptthat the amount described in clause (ii) will be paid in a lump sum withinthirty (30) days following the Termination Date and will be equal totwenty-four (24) monthly payments.

 

(c)   *Definitionof Change of Control.*For purposes of this Agreement, a *“Change of Control”*will mean thefirst to occur of:

 

(i)        The acquisition by any individual, entity or group (within the meaningof Section 13(d) (3) or 14(d) (2) of the Exchange Act)(a “Person”)**of beneficial ownership (within the meaning ofRule 13d-3 promulgated under the Exchange Act) of 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 ofLinn 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), thefollowing acquisitions will not constitute a Change of Control: (A) anyacquisition directly from Linn Energy, (B) any acquisition by Linn Energy,(C) any acquisition by any employee benefit plan (or related trust)sponsored or maintained by Linn Energy or any affiliated company, or(D) any acquisition by any corporation or other entity pursuant to atransaction that complies with Section 6.4(c)(iii)(A), Section 6.(c)(iii)(B)* *or Section 6.4(c)(iii)(C);

 

(ii)       Any time at which individuals who, as of the date hereof, constitutethe Board (the *“Incumbent Board”*)**ceasefor any reason to constitute at least a majority of the Board; provided,however, that any individual becoming a director subsequent to the date hereofwhose election, or nomination for election by Linn Energy’s Unit holders, wasapproved by a vote of at least a majority of the directors then comprising theIncumbent Board will be considered as though such individual were a member ofthe Incumbent Board, but excluding, for this purpose, any such individual whoseinitial assumption of office occurs as a result of an actual or threatenedelection contest with respect to the election or removal of directors or otheractual or threatened solicitation of proxies or consents by or on behalf of aPerson other than the Board;

 

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(iii)       Consummation of a reorganization, merger, statutory share exchange orconsolidation or similar corporate transaction involving Linn Energy or any ofits subsidiaries, a sale or other disposition of all or substantially all ofthe assets of Linn Energy, or the acquisition of assets or equity interests ofanother entity by Linn Energy or any of its subsidiaries (each, a *“Business Combination”*)*,*ineach case unless, following such Business Combination, (A) all orsubstantially all of the individuals and entities that were the beneficialowners of the Outstanding Linn Energy Equity and the Outstanding Linn EnergyVoting Securities immediately prior to such Business Combination beneficiallyown, directly or indirectly, more than 50% of the then-outstanding equityinterests and the combined voting power of the then-outstanding votingsecurities entitled to vote generally in the election of directors, as the casemay 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 eitherdirectly or through one or more subsidiaries) in substantially the sameproportions as their ownership immediately prior to such Business Combinationof the Outstanding Linn Energy Equity and the Outstanding Linn Energy VotingSecurities, as the case may be, (B) no. Person (excluding any corporationresulting from such Business Combination or any employee benefit plan (orrelated trust) of Linn Energy or such corporation or other entity resultingfrom such Business Combination) beneficially owns, directly or indirectly, 35%or more of, respectively, the then-outstanding equity interests of thecorporation or other entity resulting from such Business Combination or thecombined voting power of the then-outstanding voting securities of suchcorporation or other entity, except to the extent that such ownership existedprior to the Business Combination, and (C) at least a majority of themembers of the board of directors of the corporation or equivalent body of anyother entity resulting from such Business Combination were members of theIncumbent Board at the time of the execution of the initial agreement or of theaction of the Board providing for such Business Combination; or

 

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

 

(d)  *Conditionsto Receipt of Severance Benefits*.

 

(i)         *Release**.  *As a condition to receiving any Severance Benefits or Change of ControlBenefits to which the Employee may otherwise be entitled under Section 6.4(a) orSection 6.4(b), the Employee will execute a release (the *“Release”*)*,*which willinclude a non-disparagement provision, in a form and substance satisfactory tothe Company, of any claims, whether arising under federal, state or localstatute, common law, or otherwise, against the Company and its direct orindirect subsidiaries, which arise or may have arisen on or before the date ofthe Release, other than any claims under this Agreement or any rights toindemnification from the Company and its direct or indirect subsidiariespursuant to any provisions of the Company’s (or any of its subsidiaries’)organizational documents or any directors and officers liability insurance policiesmaintained by the Company. If the Employee fails or otherwise refuses toexecute a Release within a reasonable time of not less than 21 days after theCompany’s request to do so, and in all events prior to the date on which suchbenefits are to be first paid to her, the Employee will not be entitled to any

 

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Severance Benefits or Changeof Control Benefits, as the case may be, or any other benefits provided underthis Agreement and the Company will have no further obligations with respect tothe provision of those benefits except as may be required by law.

 

6.5       Severance Benefits Not Includable for Employee Benefits Purposes.  Exceptto the extent the terms of any applicable benefit plan, policy or programprovide otherwise, any benefit programs of the Company that takes into accountthe Employee’s income will exclude any and all Severance Benefits and Change ofControl Benefits provided under this Agreement.

 

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

 

6.7       Additional Provisions Regarding Payments Under This Agreement. Notwithstanding anything in this Agreementto the contrary, in the event that any benefits payable or otherwise providedunder this Agreement Would be

 

(a)    subject to the excise tax imposed by Section 4999 of the InternalRevenue Code of 1986, as amended (the *“Code”),*(such excise tax referred to in this Agreement as the *“Excise Tax”),*then the Board may,in its sole discretion, provide for the payment of, or otherwise reimburse theEmployee for, an amount up to such Excise Tax and any related taxes, fees orpenalties thereon as the Board may consider to be customary and appropriate fora comparable public company; or

 

(b)    deemed to constitute non-qualified deferred compensation subject toSection. 409A of the Code, Linn Energy or the Company, as the case may be, willhave the discretion to adjust the terms of such payment or benefit as it deemsnecessary to comply with the requirements of Section 409A to avoid theimposition of any excise tax or other penalty with respect to such payment orbenefit under Section 409A of the Code.

 

**7.****   ****Miscellaneous.**

 

7.1       Assignment: Successors; Binding Agreement.  ThisAgreement may not be assigned by either party, whether by operation of law orotherwise, without the prior written consent of the other party, except thatany right, title or interest of the Company arising out of this Agreement maybe assigned to any corporation or entity controlling, controlled by, or undercommon control with the Company, or succeeding to the business andsubstantially all of the assets of the Company or any affiliates for which theEmployee performs substantial services. Subject to the foregoing, thisAgreement will be binding upon and will inure to the benefit of the parties andtheir respective heirs, legatees, devisees, personal representatives,successors and assigns.

 

7.2       Modification and Waiver. Except as otherwise provided below, noprovision of this Agreement may be modified, waived, or discharged unless suchwaiver, modification or discharge is duly approved by the Board and is agreedto in writing by the Employee and such officer(s) as may be specificallyauthorized by the Board to effect it.**No waiver by any party of anybreach by any other party of, or of compliance with, any term or condition ofthis Agreement

 

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to be performed by any otherparty, at any time, will constitute a waiver of similar or dissimilar terms orconditions at that time or at any prior or subsequent time.

 

7.3       Entire Agreement.  This Agreement embodies the entireunderstanding of the parties hereof, and, upon the Effective Date, willsupersede all other oral or written agreements or understandings between themregarding the subject matter hereof. No agreement or representation, oral orotherwise, express or implied, with respect to the subject matter of thisAgreement, has been made by either party which is not set forth expressly inthis Agreement.

 

7.4       Governing Law.  The validity, interpretation, construction andperformance of this Agreement will be governed by the laws of the State ofTexas other than the conflict of laws provision thereof.

 

7.5       Consent to Jurisdiction and Service of Process.  Inthe event of any dispute relating to this Agreement, the parties will use theirbest efforts, to settle the dispute, claim, question, or disagreement. To thiseffect, they will consult and negotiate with each other in good faith and,recognizing their mutual interests, attempt to reach a just and equitablesolution satisfactory to both parties. If such a dispute cannot be settledthrough negotiation, the parties agree first to try in good faith to settle thedispute by mediation administered by the American Arbitration Association underits Employment Mediation Procedures before resorting to arbitration,litigation, or some other dispute resolution procedure. If the parties do notreach such solution through negotiation or mediation within a period of sixty(60) days, then, upon notice by either party to the other, all disputes,claims, questions, or differences shall be resolved exclusively by arbitrationadministered by the American Arbitration Association under the EmploymentArbitration Rules and before a single neutral arbitrator. If arbitrationis elected by one party, the other is bound to submit itself and all disputesto arbitration. The arbitrator will be selected by agreement of the parties or,if they do not agree on an arbitrator within thirty (30) days after eitherparty has notified the other of her or its desire to have the question settledby arbitration, then the arbitrator will be selected pursuant to the EmploymentArbitration Rules of the American Arbitration Association. The decision ofthe Arbitrator shall be final and binding, and may be enforced in any courtwith jurisdiction. Unless otherwise mutually agreed by the parties in writing,any such arbitration shall take place in Houston, Texas.

 

7.6       Withholding of Taxes. The Company will withhold from anyamounts payable under the Agreement all federal, state, local or other taxes aslegally will be required to be withheld.

 

7.7       Notices.  All notices, consents, waivers, and othercommunications under this Agreement must be in writing and will be deemed tohave been duly given when (a) delivered by hand (with written confirmationof 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 recognizedovernight delivery service (receipt requested), in each case to the appropriateaddresses and facsimile numbers set forth below (or to such other addresses andfacsimile numbers as a party may designate by notice to the other parties):

 

to the Company, to:

 

Attn: General Counsel

Linn Energy, LLC

650 Washington Road,Suite 500

 

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Pittsburgh,Pennsylvania  15228

 

to the Employee, to:

 

Charlene A, Ripley

94 E, Bracebridge Circle

The Woodlands, Texas 77381

 

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

 

7.8       Severability.  The invalidity or unenforceability of anyprovision or provisions of this Agreement will not affect the validity orenforceability of any other provision of this Agreement, which will remain infull force and effect.

 

7.9       Counterparts.  This Agreement may be executed in one or morecounterparts, each of which will be deemed to be an original but all of whichtogether will constitute one and the same instrument.

 

7.10     Headings.  The headings used in this Agreement are forconvenience only, do not constitute a part of the Agreement, and will not bedeemed to limit, characterize, or affect in any way the provisions of theAgreement, and all provisions of the Agreement will be construed as if noheadings had been used in the Agreement.

 

7.11     Construction.  As used in this Agreement, unless the contextotherwise requires: (a) the terms defined herein will have the meaningsset forth herein for all purposes; (b) references to “Section” are to asection hereof; (c) “include,” “Includes” and “including” are deemed to befollowed by “without limitation” whether or not they are in fact followed bysuch words or words of like import; (d) “writing,” “written” andcomparable terms refer to printing, typing, lithography and other means ofreproducing words in a visible form; (e) “hereof,” “herein,” “hereunder”and comparable terms refer to the entirety of this Agreement and not to anyparticular 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 orregulation are referred to as amended or supplemented from time to time (and,in the case of a statute or regulation, to any successor provision).

 

7.12     Capacity; No Conflicts. The Employee represents and warrants tothe Company that: (i) he has full power, authority and capacity to executeand deliver this Agreement, and to perform her obligations hereunder,(ii) such execution, delivery, and performance will not (and with thegiving of notice or lapse of time, or both, would not) result in the breach ofany agreement or other obligation to which he is a party or is otherwise bound,and (iii) this Agreement is her valid and binding obligation, enforceablein accordance with its terms.

 

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IN WITNESS WHEREOF, theparties have duly executed this Agreement as of the 22nd day of March, 2007.

 
|   | **LINN OPERATING, INC.**                                                   |
|--------|----------------------------------------------------------------------------|
|   |
|   | By:                                                                        | /s/ Michael C. Linn |   |
|   |
|   | Name:                                                                      | Michael C. Linn |   |
|   | Title:                                                                     | Chairman, President and Chief Executive |
|   | Officer                                                                    |
|   |                                                                       |
|   |                                                                       |
|   | **EMPLOYEE**                                                               |
|   |                                                                       |
|   | /s/ Charlene A. Ripley                                                     |   |
|   | Charlene A. Ripley                                                         |   |
|   |                                                                       |   |
|   | **For the limited purposes set forth herein:**                             |
|   | ** **                                                                 |   |
|   | **LINN ENERGY, LLC**                                                       |   |
|   | ** **                                                                 |   |
|   | By:                                                                        | /s/ Michael C. Linn |   |
|   | Name:                                                                      | Michael C. Linn |   |   |
|   | Title:    Chairman, President and Chief Executive   Officer |
|        |                                                                            |  |  |  |  |  |  |  |  |

 

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