exhibit10-29.htm


    
      Exhibit
10.29



     

    Execution
Copy

     

    


     

    


     

    Amendment
No. 1

     

    to

     

    FIRST
AMENDED AND RESTATED

    EMPLOYMENT
AGREEMENT

    


    January
1, 2010

    


    This
Amendment No. 1 (this “Amendment”) to the First
Amended and Restated Employment Agreement dated December 17, 2008 (the “Employment Agreement”) between LINN OPERATING, INC., a
Delaware corporation (the “Company”), and MARK E. ELLIS (the “Employee”) is effective,
subject to the terms set forth below, as of the date first set forth above (the
“Effective Date”) on
the terms set forth herein.  LINN ENERGY, LLC, a Delaware
limited liability company, and the one hundred percent (100%) parent of the
Company (“Linn
Energy”), is joining in this Amendment as it is a party to the Employment
Agreement for the limited purposes of reflecting its agreement to the matters
set forth therein as to it, but its joinder in this Amendment is not intended to
make Linn Energy the employer of the Employee for any
purpose.  Capitalized terms used and not defined herein shall have the
meanings ascribed to such terms in the Employment Agreement.

     

    Whereas,
the board of directors of Linn Energy (the “Board”) has authorized a
succession plan whereby the current Chairman of the Board and Chief Executive
Officer will terminate his role as Chief Executive Officer and Employee will
succeed thereto while retaining his title of President.

     

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

     

    1.           Section
1.1 of the Employment Agreement is hereby amended in its entirety and replaced
by the following:

    


    1.1           Employment; Titles; Reporting.
The Company agrees to continue to employ the Employee and the Employee agrees to
continue employment with the Company, upon the terms and subject to the
conditions provided under the Employment Agreement, as amended by this
Amendment.  During the Employment Term, the Employee will serve each
of the Company and Linn Energy as the President & Chief Executive Officer.
In such capacity, the Employee will report to the Board and otherwise will be
subject to the direction and control of the Board, and the Employee will have
such duties, responsibilities and authorities as may be assigned to him by the
Board from time to time and otherwise consistent with such position in a
publicly traded

    


    
      
        
          
            040707, 000014,
103091870.2

          

           


        

        
           


          
            

          

        

        
           


        

      

    

     company
comparable to Linn Energy which is engaged in oil and natural gas acquisition,
development and production.

    


    


    2.           Section
3.1 of the Employment Agreement is hereby amended in its entirety and replaced
by the following:

    


    


    3.1           Base Salary. During the
Employment Term, the Employee will be entitled to receive a base salary (“Base Salary”) at an annual
rate of not less than $600,000 for services rendered to the Company, Linn
Energy, and any of its direct or indirect subsidiaries, payable in accordance
with the Company’s regular payroll practices.  The Employee’s Base
Salary shall be reviewed annually by the Board and may be adjusted upward in the
Board’s sole discretion, but not downward.

    
 

    
      
        	
                3.

              	
                The
      effectiveness of this Amendment is contingent upon the effectiveness of
      Amendment No. 1 to the Third Amended and Restated Employment Agreement
      among the Company, Linn Energy and Michael C. Linn dated as of the date
      first set forth above.

              


      

    

    
 

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

     

    
      	
              LINN
      OPERATING, INC.

            
	 
	
              By:

            	
              /s/
      Michael C. Linn

            
	
              Name:

            	
              Michael
      C. Linn

            
	
              Title:

            	
              Authorized
      Signatory

            
	 
      	 
      
	
              EMPLOYEE

            
	 
      	 
      
	 
      	
              /s/
      Mark E. Ellis

            
	 
      	
              Mark
      E. Ellis

            
	 
      	 
      
	
              For
      the limited purposes set forth herein:

            
	 
      	 
      
	
              LINN
      ENERGY, LLC

            
	 
      	 
      
	
              By:

            	
              /s/
      Michael C. Linn

            
	
              Name:

            	
              Michael
      C. Linn

            
	
              Title:

            	
              Executive
      Chairman of the Board

            


    

    


     

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