**Exhibit 10.5**

**LINNENERGY, LLCLONG-TERM INCENTIVE PLANFORM OF EXECUTIVE RESTRICTED UNIT GRANT AGREEMENT**

This Restricted Unit grant agreement (“*Grant Agreement*”) is made and enteredinto effective as of [Grant Date], (the “*GrantDate*”) by and between LINN ENERGY, LLC, a Delaware limitedliability company (together with its subsidiaries, the “*Company*”), and [Executive] (“*Participant*”).

*WHEREAS*, the Company considers itto be in its best interest that Participant be given a proprietary interest inthe Company and an added incentive to advance the interests of the Company; and

*WHEREAS*, the Company desires toaccomplish such objectives by granting Participant Restricted Units pursuant tothe Employment Agreement and the Linn Energy, LLC Long-Term Incentive Plan,which is attached hereto as Appendix A and incorporated by reference herein(the “*Plan*”);

**NOW, THEREFORE**, in consideration ofthe mutual agreements hereinafter set forth, the parties hereby agree asfollows:

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

**2.             Vesting and Restricted Period.**  Except as otherwise provided herein, theRestricted Period with respect to one third (1/3) of the Restricted Unitsgranted hereby shall lapse on the first anniversary of the Grant Date, theRestricted Period with respect to an additional one third (1/3) of theRestricted Units granted hereby shall lapse on the second anniversary of theGrant Date, and the Restricted Period with respect to the final one third (1/3)of the Restricted Units granted hereby shall lapse on the third anniversary ofthe Grant Date.  Upon the termination ofthe Restricted Period with respect to a Restricted Unit, such Restricted Unitshall vest in full and no longer be subject to forfeiture, and shall no longerbe deemed a Restricted Unit.

**3.             General Restrictions.**  The Restricted Units shall not be assignableor transferable except as expressly provided in the Plan or by the Committee inits sole discretion.

**4.             Termination by Company other thanfor Cause.**  Upon thetermination by the Company of Participant’s service relationship with theCompany other than for Cause (as defined herein and as determined by the Committeein its sole discretion), all Restricted Periods established hereunder shallautomatically and immediately terminate and all outstanding Restricted Unitsgranted hereby shall automatically and immediately vest in full.  “*Cause*”shall mean (a) Participant’s conviction of, or plea of *nolo contendere* to, any felony, any crimeor offense causing substantial harm to the Company (whether or not for personalgain) or involving acts of theft, fraud, embezzlement, moral turpitude orsimilar conduct; (b) Participant’s repeated intoxication by alcohol or drugsduring the performance of his or her duties; (c) malfeasance in the conduct ofParticipant’s duties, including, but not limited to, (i) willful andintentional misuse

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or diversion of anyCompany funds, (ii) embezzlement or (iii) fraudulent or willful and materialmisrepresentations or concealments on any written reports submitted to theCompany; (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 breach byParticipant of the written policies of the Company concerning employee discriminationor harassment.

# **5.             Termination by Participant withGood Reason.**  Upon thetermination by Participant of Participant’s service relationship with theCompany with Good Reason (as defined herein), all Restricted Periodsestablished hereunder shall automatically and immediately terminate and alloutstanding Restricted Units granted hereby shall automatically and immediatelyvest 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 a location morethan 50 miles from [Houston, Texas]/[Pittsburgh, Pennsylvania]; or (c) anymaterial reduction in Participant’s title, authority or responsibilities as[Title] of the Company.

# **6.             Death or 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 and immediatelyterminate and all outstanding Restricted Units granted hereby shallautomatically and immediately vest in full. “*Disability*” shall mean thedetermination by a physician selected by the Company that Participant has beenunable to perform substantially Participant’s usual and customary duties for aperiod 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.             Change of  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.             Termination by Company for Cause orby Participant without Good Reason.**  In the case of (a) termination by the Companyof Participant’s service relationship with the Company for Cause or (b)termination by Participant of Participant’s service relationship with theCompany without Good Reason and other than due to Participant’s death orDisability, all outstanding Restricted Units granted hereby shall beautomatically and immediately forfeited, and Participant hereby agrees toundertake any action and execute any document, instrument or papers reasonablyrequested by the Company to effect such forfeiture of Restricted Unitsresulting from any such termination.

# **9.             Plan Controlling 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.          Limited Liability 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.          Issuance of Units.**  The Company shall not be obligated to issueany Restricted Units at any time when the Restricted Units have not beenregistered under the Securities Act of 1933, as amended, and such other stateand federal laws, rules or regulations as the Company or the Committee deemsapplicable and, in the opinion of legal counsel for the Company, there is noexemption from the registration requirements of such laws, rules or regulationsavailable for the issuance of 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.          Execution of 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 upon Participant,Participant’s legal representatives, heirs, legatees and distributees, and uponthe Company, its successors and assigns.

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**IN WITNESS WHEREOF**, the parties hereto have executed this GrantAgreement to be effective as of the day and year first above written.
|            | **LINN ENERGY, LLC** | ** **         |
|------------|----------------------|--------------------|
| ** ** | ** **           | ** **         |
|       |                 |               |
|       | By:                  |               |   |
|       | Name:                | [________________] |   |
|       | Title:               | [________________] |   |
|       |                 |               |
| ** ** | **PARTICIPANT:**     | ** **         |
| ** ** | ** **           | ** **         |
| ** ** | ** **           | ** **         |

 

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**APPENDIXA**

**LINNENERGY, LLC**

**LONG-TERMINCENTIVE PLAN**

**(EFFECTIVEAS OF JANUARY 12, 2006)**

 

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