**Exhibit 10.5**

 

**LINN ENERGY, LLC**

**LONG-TERM INCENTIVE PLAN**

**FORM OF EXECUTIVE RESTRICTED UNIT GRANTAGREEMENT**

 

This Restricted Unit grant agreement (“*Grant Agreement*”) is made and entered into effective asof [Grant Date], (the “*Grant Date*”)by and between LINN ENERGY, LLC, a Delaware limited liability company (togetherwith its subsidiaries, the “*Company*”),and [Executive] (“*Participant*”).

 

*WHEREAS*,the Company considers it to be in its best interest that Participant be given aproprietary interest in the Company and an added incentive to advance theinterests of the Company; and

 

*WHEREAS*,the Company desires to accomplish such objectives by granting ParticipantRestricted Units pursuant to the Employment Agreement and the Linn Energy, LLCLong-Term Incentive Plan, which is attached hereto as Appendix A andincorporated by reference herein (the “*Plan*”);

 

**NOW,THEREFORE**, in consideration of the mutual agreementshereinafter set forth, the parties hereby agree as follows:

 

**1.             Grantof Restricted Units.**  The Company hereby grants to Participant[          ] Restricted Units, under andsubject to the terms and conditions of this Grant Agreement and the Plan.

 

**2.             Vestingand Restricted Period.**  Except as otherwise provided herein, theRestricted Period with respect to one third (1/3) of the Restricted Unitsgranted hereby shall lapse on **January 19,[              ]**,the Restricted Period with respect to an additional one third (1/3) of theRestricted Units granted hereby shall lapse on **January 19,[              ]**,and the Restricted Period with respect to the final one third (1/3) of theRestricted Units granted hereby shall lapse on **January 19,[              ]**.  Upon the termination of the Restricted Periodwith respect to a Restricted Unit, such Restricted Unit shall vest in full andno longer be subject to forfeiture, and shall no longer be deemed a RestrictedUnit.

 

**3.             GeneralRestrictions.**  TheRestricted Units shall not be assignable or transferable except as expresslyprovided in the Plan or by the Committee in its sole discretion.

 

**4.             Terminationby Company other than for Cause.**  Upon the termination by the Company ofParticipant’s service relationship with the Company other than for Cause (asdefined herein and as determined by the Committee in its sole discretion), allRestricted Periods established hereunder shall automatically and immediatelyterminate and all outstanding Restricted Units granted hereby shallautomatically and immediately vest in full. “*Cause*” shall mean (a) Participant’sconviction of, or plea of *nolo contendere*to, any felony, any crime or offense causing substantial harm to the Company(whether or not for personal gain) or involving acts of theft, fraud,embezzlement, moral turpitude or similar conduct; (b) Participant’srepeated intoxication by alcohol or drugs during the performance of his or herduties; (c) malfeasance in the conduct of Participant’s duties, including,but not limited to, (i) willful and intentional misuse or diversion of anyCompany funds, (ii) embezzlement or (iii) fraudulent or willful andmaterial 

 

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misrepresentations or concealments on any written reports submitted tothe Company; (d) Participant’s material failure to perform the duties ofParticipant’s employment or service relationship consistent with Participant’sposition or material failure to follow or comply with the reasonable and lawfulwritten directives of the Board of the Company; or (e) a material breachby Participant of the written policies of the Company concerning employeediscrimination or harassment.

 

**5.             Terminationby Participant with Good Reason.**  Upon the termination by Participant ofParticipant’s service relationship with the Company with Good Reason (asdefined herein), all Restricted Periods established hereunder shallautomatically and immediately terminate and all outstanding Restricted Unitsgranted hereby shall automatically and immediately vest in full.  “*GoodReason*” shall mean any of the following to which Participantdoes not consent in writing: (a) a reduction in Participant’s base salary;(b) a relocation of Participant’s primary place of employment to alocation more than 50 miles from [Houston, Texas]/[Pittsburgh, Pennsylvania];or (c) any material reduction in Participant’s title, authority orresponsibilities as [Title] of the Company.

 

**6.             Deathor Disability.**  In the case of termination of Participant’sservice relationship with the Company due to death or Disability (as definedherein), all Restricted Periods established hereunder shall automatically andimmediately terminate and all outstanding Restricted Units granted hereby shallautomatically and immediately vest in full. “*Disability*” shallmean the determination by a physician selected by the Company that Participanthas been unable to perform substantially Participant’s usual and customaryduties for a period of at least one hundred twenty (120) consecutive days or anon-consecutive period of one hundred eighty (180) days during any twelve-monthperiod as a result of incapacity due to mental or physical illness or disease.

 

**7.             Changeof  Control.**  Notwithstanding anything in the Plan to thecontrary, in the event of a Change of Control (as defined in the EmploymentAgreement), all Restricted Periods established hereunder shall automaticallyand immediately terminate and all outstanding Restricted Units granted herebyshall automatically and immediately vest in full.

 

**8.             Terminationby Company for Cause or by Participant without Good Reason.**  In the case of (a) termination by theCompany of Participant’s service relationship with the Company for Cause or (b) terminationby Participant of Participant’s service relationship with the Company withoutGood Reason and other than due to Participant’s death or Disability, alloutstanding Restricted Units granted hereby shall be automatically andimmediately forfeited, and Participant hereby agrees to undertake any actionand execute any document, instrument or papers reasonably requested by theCompany to effect such forfeiture of Restricted Units resulting from any suchtermination.

 

**9.             PlanControlling Document.**  Unless otherwise defined herein, capitalizedterms shall have the meaning given such terms in the Plan.  Participant agrees that the Plan is thecontrolling instrument and that to the extent there is any conflict between theterms of the Plan and this Grant Agreement, the Plan shall control and be thegoverning document.

 

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**10.          LimitedLiability Company Agreement.**  Participant agrees to be bound by allapplicable provisions of the Company’s limited liability company agreement, asit may be amended from time to time.

 

**11.          Taxes.**  The Company and any affiliate thereof areauthorized to withhold from any payment relating to the Restricted Unitsgranted hereby, or any payroll or other payment to Participant, amounts ofwithholding and other taxes due or potentially payable in connection with theRestricted Units granted hereby, and to take such other action as the Committeemay deem advisable to enable the Company, any affiliate, and Participant tosatisfy obligations for the payment of withholding taxes and other taxobligations relating to the Restricted Units granted hereby.  This authority shall include authority towithhold or receive Units or other property and to make cash payments inrespect thereof in satisfaction of Participant’s tax obligations, either on amandatory or elective basis in the discretion of the Committee.

 

**12.          Issuanceof Units.**  TheCompany shall not be obligated to issue any Restricted Units at any time whenthe Restricted Units have not been registered under the Securities Act of 1933,as amended, and such other state and federal laws, rules or regulations asthe Company or the Committee deems applicable and, in the opinion of legalcounsel for the Company, there is no exemption from the registrationrequirements of such laws, rules or regulations available for the issuanceof such Restricted Units.

 

**13.          Notices.**  Any notices given in connection with thisGrant Agreement shall, if issued to Participant, be delivered to Participant’scurrent address on file with the Company, or if issued to the Company, bedelivered to the Company’s principal offices.

 

**14.          Executionof Receipts and Releases.**  Any payment of cash or any issuance ortransfer of Restricted Units or other property to Participant, or toParticipant’s legal representatives, heirs, legatees or distributees, inaccordance with the provisions hereof, shall, to the extent thereof, be in fullsatisfaction of all claims of such persons hereunder.  The Company may require Participant orParticipant’s legal representatives, heirs, legatees or distributees, as acondition precedent to such payment or issuance, to execute a release andreceipt therefor in such form as it shall determine.

 

**15.          Successors.**  This Grant Agreement shall be binding uponParticipant, Participant’s legal representatives, heirs, legatees anddistributees, and upon the Company, its successors and assigns.

 

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**IN WITNESS WHEREOF**, the partieshereto have executed this Grant Agreement to be effective as of the day andyear first above written.

 

 
| ** ** | **LINN ENERGY, LLC** |
|------------|----------------------|
| ** ** | ** **           |
|       | By:                  |   |
|       | Name:                | [                                              ] |   |
|       | Title:               | [                                              ] |   |
|       |                 |   |   |
|       |                 |   |   |
|       | **PARTICIPANT:**     |
| ** ** | ** **           |
| ** ** | ** **           |

 

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