ex10-3.htm


    
      Exhibit
10.3

    

    
 

     

    LINN
ENERGY, LLC

     

    CHANGE
OF CONTROL

    PROTECTION
PLAN

     

    April,
25 2009

     

    INTRODUCTION

     

    The Compensation Committee of the
Incumbent Board (as defined below) recognizes that, as is the case with many
publicly held corporations, there exists the possibility of a Change of Control
of the Company (as defined below).  This possibility and the
uncertainty it creates may result in the loss or distraction of employees of the
Company and its Subsidiaries to the detriment of the Company and its
unitholders.

     

    The Committee considers the avoidance
of such loss and distraction to be essential to protecting and enhancing the
best interests of the Company and its unitholders. The Committee recognizes that
the oil and gas industry is currently facing shortages of qualified personnel
making it difficult to attract and retain highly qualified employees unless a
certain degree of security can be offered to such individuals against
organizational and personnel changes which could result from a Change of Control
(as defined below) of the Company.

     

    The Committee recognizes that its
employees and employees of Subsidiaries that become Employers (as defined below)
will be involved in evaluating or negotiating any offers, proposals or other
transactions which could result in a Change of Control of the Company and
believes that it is in the best interest of the Company and its unitholders for
such employees to be in a position, free from personal financial and employment
considerations, to assess objectively and pursue aggressively the interests of
the Company and its unitholders in making these evaluations and carrying on such
negotiations.

     

    In addition, the Committee believes
that it is consistent with the employment practices and policies of the Company
and its Subsidiaries and in the best interests of the Company and its
unitholders to treat fairly its employees whose employment terminates in
connection with or due to a Change of Control.

     

    Accordingly, the Committee has
determined that appropriate steps should be taken to assure the Company and its
Subsidiaries that have adopted this Plan of the continued employment and
attention and dedication to duty of their employees and to seek to ensure the
availability of their continued service, notwithstanding the possibility, threat
or occurrence of a Change of Control.

     

    To fulfill the above purposes, the
Committee hereby adopts the Linn Energy, LLC Change of Control Protection Plan
(the “Plan”),
as of the Effective Date, on the terms determined by the
Committee.


    
      
        
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    ARTICLE
I

    ESTABLISHMENT
OF PLAN

     

    As of the Effective Date, the Company
hereby establishes a separation compensation plan known as the Linn Energy, LLC
Change of Control Protection Plan, as set forth in this document.

     

    ARTICLE
II

    DEFINITIONS

     

    As used herein the following words and
phrases shall have the following respective meanings unless the context clearly
indicates otherwise.

     

    2.1           Affiliate. Any entity which
controls, is controlled by, or is under common control with, the
Company.

     

    2.2           Board. The Board of Directors
of Linn Energy, LLC.

     

    2.3           Cause.  For
purposes of the Plan, the Company or an Employer will have “Cause” to terminate the
Participant’s employment by reason of any of the following; provided, however,
that determination of whether one or more of the elements of “Cause” has been
met under this Plan shall be in the reasonable discretion of the Incumbent
Board.

     

    (a)          the
Participant’s conviction of, or plea of nolo contendere to, any
felony or to any crime or offense causing substantial harm to any of the Company
or its direct or indirect Subsidiaries (whether or not for personal gain) or
involving acts of theft, fraud, embezzlement, moral turpitude or similar
conduct;

     

    (b)         the
Participant’s repeated intoxication by alcohol or drugs during the performance
of his or her duties;

     

    (c)          the
Participant’s willful and intentional misuse of any of the funds of the Company
or its direct or indirect Subsidiaries;

     

    (d)         embezzlement
by the Participant;

     

    (e)          the
Participant’s willful and material misrepresentations or concealments on any
written reports submitted to any of the Company or its direct or indirect
Subsidiaries;

     

    (f)           the Participant’s material failure to
follow or comply with the reasonable and lawful written directives of the Board
and/or the Company’s Chief Executive Officer; or

     

    (g)         conduct
constituting a material breach by the Participant of the Company’s then current
Code of Business Conduct and Ethics, and any other written policy referenced
therein; provided that, in each case, the Participant knew or should have known
such conduct to be a breach;


    
      
        
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    The
Participant may be afforded a reasonable opportunity to cure any act or omission
that would otherwise constitute “Cause” hereunder according to the following
terms: The Incumbent Board will give the Participant written notice stating with
reasonable specificity the nature of the circumstances determined by the
Incumbent Board in good faith to constitute “Cause.” If, in the good faith
judgment of the Incumbent Board, the alleged breach is reasonably susceptible to
cure, the Participant will have 15 days from his or her receipt of such notice
to effect the cure of such circumstances or such breach to the good faith
satisfaction of the Incumbent Board. The Incumbent Board will state whether the
Participant will have such an opportunity to cure in the initial notice of
“Cause” referred to above.  If, in the good faith judgment of the
Incumbent Board the alleged breach is not reasonably susceptible to cure, or
such circumstances or breach have not been satisfactorily cured within such 15
day cure period, such breach will thereupon constitute “Cause”
hereunder.

     

    2.4          Change of Control. The first
to occur of:

     

    (a)         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 (i) the
then-outstanding equity interests of the Company (the “Outstanding
Linn Energy Equity”) or (ii) the combined voting power of the
then-outstanding voting securities of the Company entitled to vote generally in
the election of directors (the “Outstanding
Linn Energy Voting Securities”); provided, however, that, for purposes of
this Section
2.4(a), the following acquisitions will not constitute a Change of
Control: (1) any acquisition directly from the Company, (2) any acquisition by
the Company, (3) any acquisition by any employee benefit plan (or related trust)
sponsored or maintained by the Company or any affiliated company, or (4) any
acquisition by any corporation or other entity pursuant to a transaction that
complies with Section
2.4(c)(i), Section 2.4(c)(ii) or
Section
2.4(c)(iii);

     

    (b)         Any
time at which individuals who, as of the Effective Date, 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 the Company’s
unitholders, 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 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;

     

    (c)          Consummation
of a reorganization, merger, statutory share exchange or consolidation or
similar corporate transaction involving the Company or any of its Subsidiaries,
a sale or other disposition of all or substantially all of the assets of the
Company, or the acquisition of assets or equity interests of another entity by
the Company, or any of its Subsidiaries (each, a “Business
Combination”), in each case


    
      
        
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    unless,
following such Business Combination, (i) 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
or other entity resulting from such Business Combination (including, without
limitation, a corporation or other entity that, as a result of such transaction,
owns the Company or all or substantially all of the Company’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, (ii) no Person (excluding any corporation
resulting from such Business Combination or any employee benefit plan (or
related trust) of the Company 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 (iii) 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

     

    (d)          Consummation
of a complete liquidation or dissolution of the Company.

     

    2.5         
Code. The Internal
Revenue Code of 1986, as amended from time to time.

     

    2.6         
Committee.  The
Compensation Committee of the Incumbent Board.

     

    2.7          Company. Linn Energy,
LLC.

     

    2.8          Confidential
Information.  “Confidential Information” includes, without
limitation, any information heretofore or hereafter acquired, developed or used
by any of the Company or its 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 or its direct or indirect
Subsidiaries, whether oral or in written form.  “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
Participant during the period of the Participant’s employment with the Company
or any of its Affiliates (“Employment
Term”), or originated by any third party and brought to the attention of
the Participant 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).  “Intellectual
Property” means all ideas,
inventions, discoveries,


    
      
        
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    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 Participant prior
to the date of this Plan), whether or not patentable or copyrightable, which do
not fall within the definition of Business Opportunities, which the Participant
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 Participant’s employment with the
Company or its direct or indirect Subsidiaries, or (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.

     

    2.9          Date of Separation from
Service. The date on which a Participant ceases to be an Employee of an
Employer as a result of a Separation from Service as determined in accordance
with the provisions of Section 409A of the Code and the Internal Revenue Service
and Treasury guidance thereunder.

     

    2.10        Disability.  The
earlier of (a) written determination by a physician selected by the Company or
the Participant’s Employer that the Participant has been unable to perform
substantially the Participant’s usual and customary duties for a period of at
least 120 consecutive days or a non-consecutive period of 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 or
Employer’s applicable long-term disability insurance plan.

     

    2.11        Effective
Date.  The date first written above.

     

    2.12        Employee.  Any
employee of an Employer, regardless of position, who is normally scheduled to
work 30 or more hours per week for such Employer.

     

    2.13        Employee Participant. Any
Employee of an Employer who is designated as an Employee Participant pursuant to
Section 3.1
below.

     

    2.14        Employer. The Company and any
Subsidiary that participates in the Plan pursuant to Article V
hereof.

     

    2.15        ERISA. The Employee
Retirement Income Security Act of 1974, as amended from time to
time.

     

    2.16        Good Reason.  Any
of the following to which the Participant will not consent in writing, but only
if the Date of Separation from
Service is within two years after a Change of Control:

     

    (a)          a
material diminution in the Participant’s base salary as in effect immediately
preceding the Change of Control (or as such amount may be increased subsequent
to a Change of Control);

     

    (b)          a
material diminution in the Participant’s authority, duties or responsibilities;
or

     

    
      
        
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    (c)          a
relocation of the Participant’s primary place of employment to a location more
than 50 miles from the Employer’s location on the day immediately preceding the
Change of Control.

     

    If termination is by the Participant
with Good Reason, the Participant will give the Participant’s Employer written
notice, which will identify with reasonable specificity the grounds for the
Participant’s resignation and provide the Participant’s Employer with 30 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 the
Participant’s Employer has cured the alleged grounds for resignation contained
in the notice within 30 days after receipt of such notice or if such notice is
given by the Participant to the Participant’s Employer more than 30 days after
the occurrence of the event that the Participant alleges is Good Reason for his
or her termination hereunder.

     

    2.17        Incumbent Board. The term
“Incumbent Board” has the meaning set forth in Section
2.4(b).

     

    2.18        Managerial
Participant.  Subject to Section 3.2 hereof, any Employee who
has sufficient responsibilities and/or a sufficiently critical role, as
determined by executive management, to be designated as a Managerial
Participant, as such determination and designation may be made by executive
management on an annual basis in writing, and as may be supplemented or changed
from time to time.

     

    2.19        Notice of Termination. A
notice which indicates the reasons relied upon as the basis for any termination
of employment and which sets forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the Participant’s
employment; no purported termination of employment shall be effective without
such Notice of Termination.

     

    2.20        Participant. An Employee who
is designated as a participant pursuant to Section
3.1.

     

    2.21        Plan. The Linn Energy, LLC
Change of Control Protection Plan.

     

    2.22        Plan Administrator. The named
fiduciary of the Plan as described in Section 8.1 hereof.

     

    2.23        Separation Benefits. The
benefits described in Article IV that are provided to qualifying Participants
under the Plan.

     

    2.24        Separation from Service. An
Employee separates from service with the Employer if the Employee dies, retires
or otherwise has a termination of employment with the
Employer.  Whether a termination of employment has occurred is
determined based on whether the facts and circumstances indicate that the
Employer and the Employee reasonably anticipated that no further services would
be performed after a certain date or that the level of bona fide services the
Employee would perform after such date (as an employee or independent
contractor) would permanently decrease to no more than 20 percent of the average
level of bona fide services performed over the immediately preceding 36-month
period (or the full period in which the Employee provided services to the
Employer if the Employee has been providing services for


    
      
        
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    less than
36 months).  An Employee will not be deemed to have experienced a
Separation from Service if such Employee is on military leave, sick leave, or
other bona fide leave of absence, to the extent such leave does not exceed a
period of six months or, if longer, such longer period of time during which a
right to re-employment is protected by either statute or contract.  If
the period of leave exceeds six months and the individual does not retain a
right to re-employment under an applicable statute or by contract, the
employment relationship is deemed to terminate on the first date immediately
following such six-month period.  A leave of absence constitutes a
bona fide leave of absence only if there is a reasonable expectation that the
Employee will return to perform services for the Employer.

     

    2.25        Subsidiary. Any entity of
which the Company owns, directly or indirectly, all of such entity’s outstanding
units, shares of capital stock or other voting securities.

     

    ARTICLE
III

    ELIGIBILITY

     

    3.1          Participants.  All
Employees of the Employer as of the Effective Date are entitled to be
Participants in this Plan, including any Employee hired after the Effective Date
but before a Change of Control transaction, except that any Employees or
officers of the Company or any of its Subsidiaries who are party to an
employment agreement with an Employer, which employment agreement contains
Employee protections in the event of a Change of Control, shall not be a
Participant.  This Plan applies to two classifications of
Participants:  Employee Participants and Managerial
Participants.  Each Participant shall be entitled to Separation
Benefits under this Plan if he or she incurs a Separation from Service which
satisfies the criteria set forth in Section 4.1(a).  For the purpose
of determining who is a Participant, an Employee who is on leave due to a
short-term disability or on a leave of absence approved by the Employer in
writing or authorized by applicable state or federal law on the date of a Change
of Control, shall be a Participant in the Plan as long as he or she returns to
employment after the short-term disability leave or the approved leave of
absence; except that an Employee who does not return to employment after the
short-term disability leave or approved leave of absence other than due to a
Separation from Service in the circumstances enumerated in Section 3.3 hereof,
shall nevertheless be deemed a Participant.

     

    Notwithstanding any provision of the
Plan to the contrary, no individual who is designated, compensated, or otherwise
classified or treated by the Employer as a leased employee, consultant,
independent contractor or other non-common law employee shall be eligible to
receive benefits under the Plan.  It is expressly intended that
individuals not treated as common law employees by the Employer are to be
excluded from Plan participation even if a court or administrative agency later
determines that such individuals are common law employees.

     

    3.2          Designation of Participant
Classification.  If executive management designates an Employee
as a Managerial Participant, the Employee will continue to be deemed such unless
executive management changes the designation.  If executive management
has never made a designation as to an Employee, that Employee shall be deemed to
have been designated an Employee Participant until such time as executive
management changes such designation.  Whether a Participant receives
Employee Participant Separation Benefits as set forth in
Section


    
      
        
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    4.2 or
Managerial Participant Separation Benefits as set forth in Section 4.3 will
depend upon his or her classification as determined under this Section
3.2.

     

    3.3          Duration of
Participation.  An Employee shall cease to be a Participant in
the Plan upon the earliest of the following events:

     

    (a)          a
voluntary Separation from Service from the Employer other than for Good
Reason;

     

    (b)          an
involuntary Separation from Service from the Employer for Cause;

     

    (c)          a
termination of the Plan in compliance with Article VII;

     

    (d)          Separation
from Service due to death or Disability; or

     

    (e)          Separation
from Service for any reason more than two years after a Change in Control
transaction.

     

    ARTICLE
IV

    SEPARATION
BENEFITS

     

    4.1          Terminations of Employment Which
Give Rise to Separation Benefits Under This Plan.

     

    (a)          A
Participant shall be entitled to Separation Benefits as set forth in Sections 4.2 or 4.3, as applicable,
if within two years after the occurrence of a Change of Control transaction, the
Participant’s employment is terminated as a result of a Separation from Service
(i) by the Participant’s Employer for any reason other than Cause, death, or
Disability or (ii) by the Participant for Good Reason within 60 days after the
occurrence of the event that the Participant alleges is Good Reason for his or
her termination hereunder; provided, however that any purported termination of
employment, either by the Employer or by the Participant, shall be communicated
by written Notice of Termination to the other.

     

    (b)          The
benefits provided in this Article IV shall be no less favorable to the
Participant, in terms of amounts and deductibles and costs to him or her, than
the coverage provided the Participant under the plans providing such benefits at
the time Notice of Termination is given. The Employer’s obligation hereunder to
provide a benefit shall terminate if the Participant obtains comparable coverage
under a subsequent employer’s benefit plan. For purposes of the preceding
sentence, benefits will not be comparable during any waiting period for
eligibility for such benefits or for any period during which there is a
preexisting condition limitation on such benefits. In the event that the
Participant’s participation in any such coverage is barred under the general
terms and provisions of the plans and programs under which such coverage is
provided, or any such coverage is discontinued or the benefits thereunder are
materially reduced, the Employer shall provide benefits to the Participant, or
ensure that such benefits are provided to the Participant, that are
substantially similar to those which the Participant was entitled to receive
under such coverage immediately prior to the Notice of Termination. At the
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    of the
period of coverage set forth below, the Participant shall have the option to
have assigned to him or her at no cost to the Participant and with no
apportionment of prepaid premiums, any assignable insurance owned by the
Employer and relating specifically to the Participant, and the Participant shall
be entitled to all health and similar benefits that are or would have been made
available to the Participant under law.

     

    (c)          Subject
to Section 2.4(c) hereof, the occurrence with respect to a Subsidiary of any of
the events described in the definition of Change of Control set forth above or
other sale, divestiture or other disposition of a Subsidiary shall not be deemed
to be a termination of employment of Employees employed by such Subsidiary, and
such Employees shall not be entitled to benefits from any Employer under this
Plan as a result of such events, or as a result of any subsequent termination of
employment.

     

    4.2          Separation Benefits – Employee
Participants.

     

    (a)          If
the Participant is an Employee Participant whose employment is terminated in
circumstances entitling such Employee Participant to Separation Benefits
pursuant to Section
4.1(a), the Company or the Employer shall provide to such Employee
Participant payments as set forth in Section 4.2(b) below,
and shall provide to the Employee Participant additional benefits as set forth
in Section
4.2(c) below.

     

    (b)          The
cash payments referred to in Section 4.2(a) shall
be the following amounts, paid in a single lump sum:

     

    (i)           
A cash amount equal to the Employee Participant’s then current annual base
salary; plus

     

    (ii)           A
cash amount equal to the Employee Participant’s most recent annual bonus amount,
if any, paid to the Employee Participant, which amount shall exclude any special
bonuses and shall include only the annual bonus paid under any Company or
Employer employee bonus plan.

     

    (c)          Additional
Benefits.  The Company or Employee Participant’s Employer will
pay:

     

    (i)           
the “Company’s portion” (as defined below) of the Employee Participant’s
Consolidated Omnibus Budget Reconciliation Act (“COBRA”)
continuation coverage of medical benefits (the “COBRA Coverage”) for a period
of 12 months following the Date of Separation from Service.  The
“Company’s portion” of COBRA Coverage shall be the difference between one
hundred percent of the cost of the COBRA Coverage and the dollar amount of
medical premium expenses paid for the same type or types of Company or Employer
medical benefits by a similarly situated employee on the Date of Separation from
Service.

     

    (ii)           fees
on behalf of the Employee Participant to a third-party outplacement services
agency to provide up to three months’ worth of outplacement services, which
services shall be completed no later than six months following the Date of
Separation from Service.


    
      
        
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    4.3          Separation Benefits - Managerial
Participants.

     

    (a)          If
the Participant is a Managerial Participant whose employment is terminated in
circumstances entitling such Managerial Participant to Separation Benefits
pursuant to Section
4.1(a), the Company or the Employer shall provide to such Managerial
Participant cash payments as set forth in Section 4.3(b) below,
and shall provide to the Managerial Participant additional benefits as set forth
in Section
4.3(c) below.

     

    (b)          The
cash payments referred to in Section 4.3(a) shall
be the following amounts, paid in a single lump sum:

     

    (i)           
A cash amount equal to 1.5 times the Managerial Participant’s then current
annual base salary; plus

     

    (ii)           A
cash amount equal to 1.5 times the Managerial Participant’s most recent annual
bonus amount, if any, paid to the Managerial Participant, which amount shall
exclude any special bonuses and shall include only the annual bonus paid under
any Company or Employer employee bonus plan.

     

    (c)           Additional
Benefits.  The Company or the Participant’s Employer will
pay:

     

    (i)           
the Company’s portion of the Managerial Participant’s COBRA continuation
coverage for a period of 18 months following the Date of Separation from
Service; and

     

    (ii)           fees
on behalf of the Managerial Participant to a third party outplacement services
agency to provide up to six months’ worth of outplacement services, which
services shall be completed no later than 12 months following the Date of
Separation from Service.

     

    4.4          [Reserved]

     

    4.5          Other
Benefits.  The benefits provided under this Plan shall not be
in derogation of other rights or benefits, if any, to which a Participant is
otherwise entitled in connection with the Participant’s employment by an
Employer.

     

    4.6          Mitigation or Set-off of Amounts
Payable Hereunder. The Participant shall not be required to mitigate the
amount of any payment provided for in this Article IV by seeking other
employment or otherwise, and except as otherwise provided in Section 4.1(b), nor
shall the amount of any payment provided for in this Article IV be reduced by
any compensation earned by the Participant as the result of employment by
another employer after a Change of Control.  The
Employer’s obligations hereunder also shall not be affected by any set-off,
counterclaim, recoupment, defense or other claim, right or action which the
Employer may have against the Participant.


    
      
        
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    4.7          Time and Form of
Payment.  The Separation Benefits to be paid to a Participant
under either Section 4.2(b) or Section 4.3(b) are intended to qualify as an
involuntary separation plan that is exempt from the application of Code Section
409A under Treasury Regulation §1.409A-1(b)(9)(iii) because all payments are
paid only upon an involuntary Separation from Service (including a Separation
from Service for Good Reason) and shall be paid in a lump sum in cash no later
than the 30th day
following the Date of Separation from Service.  Further, since the
Separation Benefits are to be paid within the “short-term deferral” period
following the time the Employee obtains a vested right to such benefits, the
payments are exempt from the application of Code Section 409A under Treasury
Regulation §1.409A-1(b)(4).

     

    ARTICLE
V

    EMPLOYERS

     

    Any Subsidiary of the Company shall be,
and any new Subsidiary of the Company shall be an Employer under the Plan unless
the Company makes an affirmative determination that such Subsidiary shall not be
an Employer under the Plan. Pursuant to Section 3.1, the
provisions of the Plan shall be fully applicable to the Employees of any such
Subsidiary that becomes an Employer.

     

    ARTICLE
VI

    SUCCESSOR
TO COMPANY

     

    This Plan shall bind any successor of
the Company, its assets or its businesses (whether direct or indirect, by
purchase, merger, consolidation or otherwise), in the same manner and to the
same extent that the Company would be obligated under this Plan if no succession
had taken place.

     

    In the case of any transaction in which
a successor would not by the foregoing provision or by operation of law be bound
by this Plan, the Company shall require such successor expressly and
unconditionally to assume and agree to perform the Company’s obligations under
this Plan, in the same manner and to the same extent that the Company would be
required to perform if no such succession had taken place. The term “Company,”
as used in this Plan, shall mean the Company as hereinbefore defined and any
successor or assignee to the business or assets which by reason hereof becomes
bound by this Plan.

     

    ARTICLE
VII

    DURATION,
AMENDMENT AND TERMINATION

     

    7.1          Duration. If a Change of
Control occurs while this Plan is in effect, this Plan shall continue in full
force and effect until the second anniversary of the Change of Control, and
shall then automatically terminate, provided, however, that all Participants who
become entitled to any payments or benefits hereunder shall continue to receive
such payments or benefits notwithstanding any termination of the
Plan.

     

    7.2          Amendment or Termination. The
Incumbent Board or the Committee may amend or terminate this Plan for any reason
prior to a Change of Control. In the event of a Change of Control, this Plan
shall automatically terminate on the second anniversary of the date of the
Change of Control, but may not be amended or terminated by the Committee, the
Board or the


    
      
        
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    Incumbent
Board between the date of the Change of Control and the second anniversary of
the Change of Control.

     

    7.3          Procedure for Extension, Amendment
or Termination. Any extension, amendment or termination of this Plan by
the Incumbent Board in accordance with the foregoing shall be made by action of
the Incumbent Board in accordance with the Company’s Certificate of Formation
and the Second Amended and Restated Limited Liability Company Agreement, as
amended, in effect at the time, and applicable law.

     

    ARTICLE
VIII

    PLAN
ADMINISTRATION

     

    8.1          Named Fiduciary;
Administration. The Company’s Vice President of Human Resources is the
named fiduciary of the Plan and shall be the Plan Administrator. The Plan
Administrator shall review and determine all claims for benefits under this
Plan.

     

    8.2          Claim Procedure.

     

    (a)          If
an Employee or former Employee or his or her authorized representative (referred
to in this Article VIII as a “claimant”) makes a written request alleging a
right to receive benefits under this Plan or alleging a right to receive an
adjustment in benefits being paid under the Plan, the Company shall treat it as
a claim for benefits.

     

    (b)          All
claims and inquiries concerning benefits under the Plan must be submitted to the
Plan Administrator in writing and be addressed as follows:

     

    Plan
Administrator

     

    Linn
Energy, LLC Change of Control Protection Plan

    Linn
Energy, LLC

    JP Morgan
Chase Tower

    600
Travis, Suite 5100

    Houston,
Texas 77002

    


    The Plan
Administrator shall have full and complete discretionary authority to
administer, to construe, and to interpret the Plan, to decide all questions of
eligibility, to determine the amount, manner and time of payment, and to make
all other determinations deemed necessary or advisable for the Plan. The Plan
Administrator shall initially deny or approve all claims for benefits under the
Plan. The claimant may submit written comments, documents, records or any other
information relating to the claim. Furthermore, the claimant shall be provided,
upon request and free of charge, reasonable access to, and copies of, all
documents, records and other information relevant to the claim for
benefits.

     

    (c)          Claims Denial. If any claim
for benefits is denied in whole or in part, the Plan Administrator shall notify
the claimant in writing of such denial and shall advise the claimant of his or
her right to a review thereof.  Such written notice shall set forth,
in a manner calculated to be understood by the claimant, specific reasons for
such denial,


    
      
        
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    specific
references to the Plan provisions on which such denial is based, a description
of any information or material necessary for the claimant to perfect his or her
claim, an explanation of why such material is necessary and an explanation of
the Plan’s review procedure, and the time limits applicable to such
procedures.  Furthermore, the notification shall include a statement
of the claimant’s right to bring a civil action under Section 502(a) of ERISA
following an adverse benefit determination on review. Such written notice shall
be given to the claimant within a reasonable period of time, which normally
shall not exceed 90 days, after the claim is received by the Plan
Administrator.

     

    (d)          Appeals.  From and
after the date of a Change of Control, there shall be an Appeals Committee for
the purpose of appealing claims under this Plan.  The Appeals
Committee shall comprise at least three individuals who (x) served as officers
or managers of the Company prior to the Change of Control, (y) remain employed
by the Company, their Employer or the successor of either of them after the
Change of Control, and (z) are designated by the Chief Executive Officer of the
Company serving as such immediately prior to a Change of Control, regardless of
whether he or she is still employed by the Company, their Employer or the
successor of either of them at the time of appointment of the members of the
Appeals Committee.  After a Change of Control, any claimant whose
claim for benefits is denied in whole or in part may appeal, or his or her duly
authorized representative may appeal on the claimant’s behalf, such denial by
submitting to the Appeals Committee a request for a review of the claim within
60 days after receiving written notice of such denial from the Plan
Administrator. The Appeals Committee shall give the claimant upon request, and
free of charge, reasonable access to, and copies of, all documents, records and
other information relevant to the claim of the claimant, in preparing his or her
request for review. The request for review must be in writing and be addressed
as follows:

     

    Appeals
Committee

     

    Linn
Energy, LLC Change of Control Protection Plan

    Linn
Energy, LLC

    JP Morgan
Chase Tower

    600
Travis, Suite 5100

    Houston,
Texas 77002

     

    The
request for review shall set forth all of the grounds upon which it is based,
all facts in support thereof, and any other matters which the claimant deems
pertinent. The Appeals Committee may require the claimant to submit such
additional facts, documents, or other materials as the Appeals Committee may
deem necessary or appropriate in making its review.

     

    (e)          Review of Appeals. The
Appeals Committee shall act upon each request for review within 60 days after
receipt thereof. The review on appeal shall consider all comments, documents,
records and other information submitted by the claimant relating to the claim
without regard to whether this information was submitted or considered in the
initial benefit determination. The Appeals Committee shall have full and
complete discretionary authority, in its review of any claims denied by the Plan
Administrator, to


    
      
        
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    administer,
to construe, and to interpret the Plan, to decide all questions of eligibility,
to determine the amount, manner and time of payment, and to make all other
determinations deemed necessary or advisable for the Plan.

     

    (f)           Decision on Appeals. The
Appeals Committee shall give written notice of its decision to the claimant. If
the Appeals Committee confirms the denial of the application for benefits in
whole or in part, such notice shall set forth, in a manner calculated to be
understood by the claimant, the specific reasons for such denial, and specific
references to the Plan provisions on which the decision is based. The notice
shall also contain a statement that the claimant is entitled to receive upon
request, and free of charge, reasonable access to, and copies of, all documents,
records and other information relevant to the claimant’s claim for benefits.
Information is relevant to a claim if it was relied upon in making the benefit
determination or was submitted, considered or generated in the course of making
the benefit determination, whether it was relied upon or not. The notice shall
also contain a statement of the claimant’s right to bring an action under ERISA
Section 502 (a). If the Appeals Committee has not rendered a decision on a
request for review within 60 days after receipt of the request for review, the
claimant’s claim shall be deemed to have been approved. The Appeals Committee’s
decision shall be final and not subject to further review within the Company.
There are no voluntary appeals procedures after review by the Appeals
Committee.

     

    (g)         
Time of Approved
Payment. In the event that either the Plan Administrator or the Appeals
Committee determines that the claimant is entitled to the payment of all or any
portion of the benefits claimed, such payment shall be made to the claimant in
accordance with Section 4.7 or within
30 days of the date of such determination or such later time as may be required
to comply with Section 409A of the Code.

     

    (h)          Determination of Time
Periods. If the day on which any of the foregoing time periods is to end
is a Saturday, Sunday or holiday recognized by the Company, the period shall
extend until the next following business day.

     

    8.3          Arbitration. In the event
that a Participant wishes to pursue any further claim for benefits under this
Plan following the completion of the appeal process described in Section 8.2, the
Participant must participate in arbitration in Houston, Texas, before a single
arbitrator in accordance with the arbitration rules and procedures of the Center
for Public Resources Rules for Non-Administered Arbitration of Business Disputes
(the “Arbitration
Process”); provided, however, that the arbitration will not be binding on
the claimant and the claimant may seek legal or equitable remedies in court
after the arbitrator has made a determination as to the claimant’s claim, if the
claimant does not accept the arbitrator’s determination. The Arbitration Process
shall be commenced by filing a demand for arbitration in accordance with the
Arbitration Process within 18 months after the final notice of denial of the
Participant’s appeal in accordance with Section 8.2. The
arbitrator shall decide all issues relating to arbitrability and the arbitrator
shall also decide all issues with respect to the payment of the costs of such
arbitration, including attorneys’ fees and the arbitrator’s fees. Completion of
the claims procedures described in this document will be a condition precedent
to the commencement of any arbitration in connection with a claim for benefits
under the Plan by a claimant; provided, however, that the
Appeals


    
      
        
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    Committee
may, in its sole discretion, waive compliance with such claims procedures as a
condition precedent to any such action.

     

    8.4          Exhaustion of Administrative
Remedies. Completion of the claims and appeals procedures described in
Sections 8.2
and 8.3 of this
Plan, including arbitration, will be a condition precedent to the commencement
of any legal or equitable action in connection with a claim for benefits under
the Plan by a claimant; provided, however, that the Appeals Committee may, in
its sole discretion, waive compliance with such claims procedures as a condition
precedent to any such action.

     

    ARTICLE
IX

    MISCELLANEOUS

     

    9.1          Employment Status. This Plan
does not constitute a contract of employment or impose on the Participant or the
Participant’s Employer any obligation for the Participant to remain an Employee
or change the status of the Participant’s employment or the policies of such
Employer regarding termination of employment.

     

    9.2          Confidential
Information. As a condition of, and
consideration for, the receipt of payments and benefits under this Plan,
Participant shall be required, during and after termination of employment by the
Company or an Employer, to maintain for the benefit of the Company and the
Employer the Confidential Information:  (i) to prevent the disclosure
to any third party of all such Confidential Information; (ii) not to use for
Employee’s own benefit or for the benefit of another business any of the
Confidential Information, and (iii) not to aid others in the use of such
Confidential Information in competition with the Company or its Affiliates or
Subsidiaries.  These obligations shall exist during and after any
termination of employment by the Company or an Employer.

     

    9.3          Unfunded Plan Status. All
payments pursuant to the Plan shall be made from the general funds of the
Company and no special or separate fund shall be established or other
segregation of assets made to assure payment. No Participant or other person
shall have under any circumstances any interest in any particular property or
assets of the Company as a result of participating in the Plan. Notwithstanding
the foregoing, the Company may (but shall not be obligated to) create one or
more grantor trusts, the assets of which are subject to the claims of the
Company’s creditors, to assist it in accumulating funds to pay its obligations
under the Plan.

     

    9.4          Validity and Severability.
The invalidity or unenforceability of any provision of the Plan shall not affect
the validity or enforceability of any other provision of the Plan, which shall
remain in full force and effect, and any prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

     

    9.5          Anti-Alienation of Benefits.
No amount to be paid hereunder shall be subject to anticipation, alienation,
sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by
creditors of the Employee or the Employee’s beneficiary.

     

    9.6          Governing Law. The validity,
interpretation, construction and performance of the Plan shall in all respects
be governed by the laws of Texas, without reference to principles of conflicts
of law, except to the extent pre-empted by Federal law.


    
      
        
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    [Signature
page follows.]

     


    
      
        
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    IN WITNESS WHEREOF, this Linn Energy,
LLC Change of Control Protection Plan has been adopted the Committee to be
effective as of the Effective Date.

     

    LINN
ENERGY, LLC

     

    


     

    By:/s/ Michael C.
Linn______________

    Michael
C. Linn

    Chairman
of the Board of Directors and 

    Chief
Executive Officer


     

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