exhibit10-28.htm


    
      
        Exhibit
10.28



       

      Execution
Copy

       

      


       

      Amendment
No. 1

       

      to

       

      THIRD
AMENDED AND RESTATED

      EMPLOYMENT
AGREEMENT

      


      January
1, 2010

      


      This
Amendment No. 1 (this “Amendment”) to the Third
Amended and Restated Employment Agreement dated December 17, 2008 (the “Employment Agreement”) between LINN OPERATING, INC., a
Delaware corporation (the “Company”), and MICHAEL C. LINN (the “Linn”) is effective 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 to reflect its agreement to the
matters set forth herein as to it and because 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 Linn 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”) deems it to be in the
best interests of Linn Energy that Linn continue to provide leadership to Linn
Energy and has accordingly authorized a succession plan whereby Linn will step
down as Chief Executive Officer of Linn Energy and retain his position as an
employee of the Company and remain in his position as Chairman of the Board of
Linn Energy but his title will change to Executive Chairman of the Board, as set
forth below;

       

      NOW,
THEREFORE, in consideration of the premises and mutual covenants contained
herein and in the Agreement, the parties, intending to be legally bound, agree
as follows:

       

      1.           Effective
January 1, 2010, Linn shall resign as Chief Executive Officer of Linn
Energy.  It is the intent of the parties hereto that upon Linn’s
resignation as Chief Executive Officer, Linn will continue to participate in
Linn Energy’s Long Term Incentive Plan (the “LTIP”) and that his change in
position shall not be deemed a termination under any award agreement under the
LTIP or under any other benefit or other current plan of the Company or Linn
Energy.  Linn will be permitted to participate in future Linn Energy
and Company plans.

       

      2.           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 Linn and Linn agrees to continue
employment

       


      
        
          
            040707, 000014,
103091817.2

          

           


        

        
           


          
            

          

        

        
           


        

      

      with the
Company, upon the terms and subject to the conditions provided in the Employment
Agreement, as modified by this Amendment.  During the Employment Term,
Linn will serve Linn Energy as the Executive Chairman of the
Board.  In such capacity, Linn will be an officer and a member of the
Board, and Linn will have such duties, responsibilities and authorities as are
consistent with the position of a chairman of the board in a publicly traded
company comparable to Linn Energy which is engaged in oil and natural gas
acquisition, development and production.

      


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

       

      1.2           Duties.  During the
Employment Term, Linn will promote the Company’s and Linn Energy’s interests and
will perform his duties and responsibilities faithfully, diligently and to the
best of his ability, consistent with sound business practices.  Linn
will comply with the Company’s and Linn Energy’s policies, codes and procedures,
as they may be in effect from time to time, applicable to executive officers of
the Company and Linn Energy.  Subject to the preceding sentence, Linn
may engage in charitable activities without the necessity of seeking Board
approval, and may engage in other business activities with prior Board approval,
provided that any charitable and/or other business activities do not violate
Section 7 of the Employment Agreement.

      


      4.           Linn
acknowledges that termination of his title and duties as Chief Executive Officer
is being made with his consent and is not intended to and does not create a
right to severance benefits under Section 6.4 of the Employment Agreement nor to
acceleration of his awards under the LTIP.  Linn further acknowledges
that if at any time he voluntarily resigns from his position as Executive
Chairman of the Board without Good Reason, whether due to retirement or
otherwise, such resignation shall not create a right to severance benefits under
Section 6.4 of the Employment Agreement nor to acceleration of his awards under
the LTIP.

       

      
        	
                 
      

              	
                [Signatures
      on following  page]

              


      


      
        
          
             

            040707, 000014,
103091817.2

          

           


        

        
          2

          
            

          

        

        
           


        

      

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

       

      
        	
                LINN
      OPERATING, INC.

              
	 
	
                By:

              	
                /s/
      Mark E. Ellis

              
	
                Name:

              	
                Mark
      E. Ellis

              
	
                Title:

              	
                President
      and Chief Operating

                Officer

              
	 
      	 
      
	
                EMPLOYEE

              
	 
	 
      	
                /s/
      Michael C. Linn

              
	 
      	
                Michael
      C. Linn

              
	 
      	 
      
	
                For
      the limited purposes set forth herein:

              
	 
	
                LINN
      ENERGY, LLC

              
	 
	
                By:

              	
                /s/
      Mark E. Ellis

              
	
                Name:

              	
                Mark
      E. Ellis

              
	
                Title:

              	
                President
      and Chief Operating

                Officer

              


      

      


      
        040707, 000014,
103091817.2

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