exhibit10-8.htm


    
      Exhibit
10.8

       

    

    Execution
Copy

     

    


     

    THIRD
AMENDED AND RESTATED

     

    EMPLOYMENT
AGREEMENT

     

    December
17, 2008

     

    This
Third Amended and Restated Employment Agreement (“Agreement”) replaces and
supersedes in its entirety the Second Amended and Restated Employment Agreement
dated as of September 15, 2005, and is entered into by and between LINN OPERATING, INC., a
Delaware corporation (the "Company"), and KOLJA ROCKOV (the "Employee") 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 Agreement for the limited purposes of
reflecting its agreement to the matters set forth herein as to it, but such
joinder is not intended to make Linn Energy the employer of the Employee for any
purpose.

     

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

     

    1.           Position
and Duties.

     

    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 this
Agreement.  During the Employment Term (as defined in Section 2), the
Employee will serve each of the Company and Linn Energy as Executive Vice
President and Chief Financial Officer.  In such capacity, the Employee
will report to the Chairman and/or Chief Executive Officer and otherwise will be
subject to the direction and control of the Board of Directors of Linn Energy
(including any committee thereof, the “Board”)
and will have such duties, responsibilities and authorities as may be assigned
to him by the Chairman and/or Chief Executive Officer or the Board from time to
time and otherwise consistent with such position in a publicly traded company
comparable to Linn Energy which is engaged in natural gas and oil acquisition,
development and production.

     

    1.2           Duties.  During
the Employment Term, the Employee will devote substantially all of his full
working time to the business and affairs of the Company and Linn Energy, will
use his best efforts to 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.  The
Employee may be required by the Board to provide services to, or otherwise serve
as an officer or director of, any direct or indirect subsidiary of the Company
or Linn Energy, as applicable.  The Employee 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, the Employee may,
with the prior approval of the Board in each instance, engage in other business
and charitable activities, provided that such charitable and/or other business
activities do not violate Section 7, create a conflict of interest or the
appearance of a conflict of interest with the

     


    
      
        
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    Company
or Linn Energy or materially interfere with the performance of his obligations
to the Company or Linn Energy under this Agreement.

     

    1.3           Place of
Employment.  The Employee will perform his duties under this
Agreement at the Company’s offices in Houston, Texas, with the likelihood of
substantial business travel.

     

    2.           Term
of Employment.

     

    The term of the Employee’s employment
by the Company under this Agreement (the “Employment
Term”) commenced on the Effective Date and will continue until
employment is terminated by either party under Section 5.  The
date upon which the Employee’s employment ends is referred to in this Agreement
as the “Termination
Date.”  For the purpose of Sections 5 and 6 of this Agreement,
the Termination Date shall be the date upon which the Employee incurs a
"separation from service" as defined in Section 409A of the Internal Revenue
Code of 1986, as amended (the "Code") and regulations issued
thereunder.

     

    3.           Compensation.

     

    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 $285,000 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 will be reviewed annually by
the Board and may be adjusted upward in the Board’s sole discretion, but not
downward.

     

    3.2           Annual Bonus
Compensation.  During the Employment Term, the Employee will be
entitled to receive incentive compensation in such amounts and at such times as
the Board may award to him in its sole discretion under any incentive
compensation or other bonus plan or arrangement as may be established by the
Board from time to time (collectively, the “Employee
Bonus Plan”).  Under the Employee Bonus Plan, the Board may, in
its discretion, set, in advance, an annual target bonus for the Employee, which
is currently set as a percentage of Base Salary.  For example, for
2008 the Employee’s target bonus was set at 85% of his Base
Salary.  The percentage of the Employee’s Base Salary that the Board
designates for the Employee to receive as his annual target bonus under any
Employee Bonus Plan, as such percentage may be adjusted upward or downward from
time to time in the sole discretion of the Board, or replaced by another
methodology of determining Employee’s target bonus, is referred to herein as the
Employee’s “Bonus
Level Percentage.”  The amount paid
to the Employee through application of the Bonus Level Percentage is the
Employee’s “Bonus
Level Amount.”  The “Annual Bonus” is the Bonus Level Amount
paid to the Employee in any given year.

     

    3.3           Long-Term Incentive
Compensation.  Awards of Unit options, Unit grants, restricted
Units and/or other forms of equity-based compensation to the Employee may be
made from time to time during the Employment Term by the Board in its sole
discretion, whose decision will be based upon performance and award guidelines
for executive officers of the Company and Linn Energy established periodically
by the Board in its sole discretion.

     


    
      
        
           

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    4.           Expenses
and Other Benefits.

     

    4.1           Reimbursement of
Expenses.  The Employee will be entitled to receive prompt
reimbursement for all reasonable expenses incurred by him during the Employment
Term (in accordance with the policies and practices presently followed by the
Company or as may be established by the Board from time to time for the
Company’s and Linn Energy’s senior executive officers) in performing services
under this Agreement, provided that the Employee properly accounts for such
expenses in accordance with the Company’s and Linn Energy’s policies as in
effect from time to time.  Such reimbursement shall be paid on or
before the end of the calendar year following the calendar year in which any
such reimbursable expense was incurred, and the Company shall not be obligated
to pay any such reimbursement amount for which Employee fails to submit an
invoice or other documented reimbursement request at least 10 business days
before the end of the calendar year next following the calendar year in which
the expense was incurred.  Business related expenses shall be
reimbursable only to the extent they were incurred during the term of the
Agreement, but in no event shall the time period extend beyond the later of the
lifetime of Employee or, if longer, 20 years.  The amount of such
reimbursements that the Company is obligated to pay in any given calendar year
shall not affect the amount the Company is obligated to pay in any other
calendar year.  In addition, the Employee may not liquidate or
exchange the right to reimbursement of such expenses for any other
benefits.

     

    4.2           Vacation.  The
Employee will be entitled to paid vacation time each year during the Employment
Term that will accrue in accordance with the Company’s policies and procedures
now in force or as such policies and procedures may be modified with respect to
all senior executive officers of the Company.

     

    4.3           Other Employee
Benefits.  In addition to the foregoing, during the Employment
Term, the Employee will be entitled to participate in and to receive benefits as
a senior executive under all of the Company’s employee benefit plans, programs
and arrangements available to senior executives, subject to the eligibility
criteria and other terms and conditions thereof, as such plans, programs and
arrangements may be duly amended, terminated, approved or adopted by the Board
from time to time.

     

    5.           Termination
of Employment.

     

    5.1           Death.  The
Employee’s employment under this Agreement will terminate upon his
death.

     

    5.2           Termination by the
Company.

     

    (a)           Terminable at
Will.  The Company may terminate the Employee’s employment
under this Agreement at any time with or without Cause (as defined
below).

     

    (b)           Definition of
Cause.  For purposes of this Agreement, the Company will have
“Cause”
to terminate the Employee’s employment under this Agreement by reason of any of
the following:

     


    
      
        
           

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

     

    (ii)          the
Employee’s repeated intoxication by alcohol or drugs during the performance of
his duties;

     

    (iii)         the
Employee’s willful and intentional misuse of any of the funds of Linn Energy or
its direct or indirect subsidiaries,

     

    (iv)         embezzlement
by the Employee;

     

    (v)          the
Employee’s willful and material misrepresentations or concealments on any
written reports submitted to any of Linn Energy or its direct or indirect
subsidiaries;

     

    (vi)         the
Employee’s willful and intentional material breach of this
Agreement;

     

    (vii)        the
Employee’s material failure to follow or comply with the reasonable and lawful
written directives of the Board; or

     

    (viii)       conduct
constituting a material breach by the Employee of the Company’s then current (A)
Code of Business Conduct and Ethics, and any other written policy referenced
therein, (B) the Code of Ethics for Chief Executive Officer and senior financial
officers, if applicable, provided that in each case the Employee knew or should
have known such conduct to be a breach.

     

    (c)           Notice and Cure Opportunity in
Certain Circumstances.  The Employee may be afforded a
reasonable opportunity to cure any act or omission that would otherwise
constitute “Cause” hereunder according to the following terms:  The
Board shall give the Employee written notice stating with reasonable specificity
the nature of the circumstances determined by the Board in its reasonable and
good faith judgment to constitute “Cause.”  If, in the reasonable and
good faith judgment of the Board, the alleged breach is reasonably susceptible
to cure, the Employee will have thirty (30) days from his receipt of such notice
to effect the cure of such circumstances or such breach to the reasonable and
good faith satisfaction of the Board.  The Board will state whether
the Employee will have such an opportunity to cure in the initial notice of
“Cause” referred to above.  Prior to termination for Cause, in those
instances where the initial notice of Cause states that the Employee will have
an opportunity to cure, the Company shall provide an opportunity for the
Employee to be heard by the Board or a Board committee designated by the Board
to hear the Employee.  The decision as to whether the Employee has
satisfactorily cured the alleged breach shall be made at such
meeting.  If, in the reasonable and good faith judgment of the Board
the alleged breach is not reasonably susceptible to cure, or such circumstances
or breach have not been satisfactorily cured within such thirty (30) day cure
period, such breach will thereupon constitute “Cause” hereunder.

     


    
      
        
           

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    5.3           Termination by the
Employee.

     

    (a)           Terminable at
Will.  The Employee may terminate his employment under this
Agreement at any time with or without Good Reason (as defined
below).

     

    (b)           Notice and Cure
Opportunity.  If such termination is with Good Reason, the
Employee will give the Company written notice, which will identify with
reasonable specificity the grounds for the Employee’s resignation and provide
the Company with fifteen (15) 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 such notice is given by the Employee
to the Company more than thirty (30) days after the occurrence of the event that
the Employee alleges is Good Reason for his termination hereunder.

     

    (c)           Definition of Good Reason Other Than
Upon Change of Control.  For purposes of this Agreement, other
than in the event of a Change of Control, "Good Reason" will mean any of
the following to which the Employee will not consent in writing: (i) a reduction
in the Employee’s then current Base Salary; (ii) failure by the Company to pay
in full on a current basis  (A) any of the compensation or benefits
described in this Agreement that are due and owing, or (B) any amounts due and
owing to the Employee under any long-term or short-term or other incentive
compensation plans, agreements or awards; (iii) material breach of any provision
of this Agreement by Company; (iv) any material reduction in the Employee’s
title, authority or responsibilities as Executive Vice President and Chief
Financial Officer; or (v)  a relocation of the Employee’s primary place of
employment to a location more than fifty (50) miles from the Company’s location
in Houston, Texas at the Effective Date.

     

    (d)           Definition of Good Reason For
Purposes of Change of Control. For purposes of a Change of Control,
“Good Reason” will mean
any of the following to which the Employee will not consent in writing, but only
if the Termination Date is within six (6) months before or two (2) years after a
Change of Control: (i) a reduction in
either the Employee’s then current Base Salary, Bonus Level Percentage, or both;
(ii) failure by the Company to pay in full on a current basis (A) any of the
compensation or benefits described in this Agreement that are due and owing, or
(B) any amounts due and owing to the Employee under any long-term or short-term
or other incentive compensation plans, agreements or awards; (iii) a material
breach of any provision of this Agreement by the Company; (iv) any material
reduction in the Employee’s title, authority or responsibilities as Executive
Vice President and Chief Financial Officer; or (v) a relocation of the
Employee’s primary place of employment to a location more than 50 miles from the
Company’s location on the day immediately preceding the Change of
Control.

     

    5.4           Notice of
Termination.  Any termination of the Employee’s employment by
the Company or by the Employee during the Employment Term (other than
termination pursuant to Section 5.1) will be communicated by written Notice of
Termination to the other party hereto in accordance with Section
8.7.  For purposes of this Agreement, a “Notice
of Termination” means a written notice that (a) indicates the specific
termination provision in this Agreement relied

     


    
      
        
           

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    upon, (b)
to the extent applicable, sets forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the Employee’s
employment under the provision so indicated, and (c) if the Termination Date (as
defined herein) is other than the date of receipt of such notice, specifies the
Termination Date (which Termination Date will be not more than thirty (30) days
after the giving of such notice).

     

    5.5           Disability.  If
the Company determines in good faith that the Disability (as defined herein) of
the Employee has occurred during the Employment Term, it may, without breaching
this Agreement, give to the Employee written notice in accordance with Section
5.4 of its intention to terminate the Employee’s employment.  In such
event, the Employee’s employment with the Company will terminate effective on
the fifteenth (15th) day after receipt of such notice by the Employee, provided
that, within the fifteen (15) days after such receipt, the Employee will not
have returned to full-time performance of the Employee’s duties.

     

    “Disability”
means the earlier of (a) written determination by a physician selected by the
Company and reasonably agreed to by the Employee that the Employee has been
unable to perform substantially the Employee’s usual and customary duties under
this Agreement for a period of at least one hundred twenty (120) consecutive
days or a non-consecutive period of one hundred eighty (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
applicable long-term disability insurance plan.

     

    At any time and from time to time, upon
reasonable request therefor by the Company, the Employee will submit to
reasonable medical examination for the purpose of determining the existence,
nature and extent of any such Disability. Any physician selected by the Company
shall be Board Certified in the appropriate field, shall have no actual or
potential conflict of interest, and may not be a physician who has been retained
by the Company for any purpose within the prior three (3) years.

     

    6.           Compensation
of the Employee Upon Termination.  Subject to the provisions of
Section 6.8, the Employee shall be entitled to receive the amount specified upon
the termination events designated below:

     

    6.1           Death. If the
Employee’s employment under this Agreement is terminated by reason of his death,
the Company shall pay to the person or persons designated by the Employee for
that purpose in a notice filed with the Company, or, if no such person will have
been so designated, to his estate, in a lump sum within thirty (30) days
following the Termination Date, the amount of:

     

    (a)           the
Employee’s accrued but unpaid then current Base Salary through the Termination
Date, payable,

     

    plus

     

    (b)         
 the unpaid Bonus Level Amount, if any, with respect to the last full year
during which the Employee was employed by the Company determined as
follows:

     


    
      
        
           

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    (i)           If
the Employee was employed for the entire previous year but the Termination Date
occurred prior to the Board finally determining the Bonus Level Amount for the
preceding year, then the Company’s performance will be deemed to have been such
that the Employee would have been awarded 100% of his Bonus Level Percentage for
that year (the “Deemed
Full Year Bonus Amount”);

     

    or

     

    (ii)          If
the Employee was employed for the entire previous year and the Board had already
finally determined the Bonus Level Amount for the preceding year by the
Termination Date but the Company had not yet paid the Employee his Bonus Level
Amount, then the Bonus Level Amount will be that Bonus Level Amount determined
by the Board (the “Actual
Full Year Bonus Amount”);

     

    plus

     

    (iii)         an
amount representing a deemed bonus for the fiscal year in which the Termination
Date occurs, which is equal to the Bonus Level Amount that would be received by
the Employee if the Company’s performance for the year is deemed to be at the
level entitling the Employee to 100% of his Bonus Level Percentage and then
multiplying the Bonus Level Amount resulting from applying 100% of his Bonus
Level Percentage by a fraction, the numerator of which is the number of days
from the first day of the fiscal year of the Company in which such termination
occurs through and including the Termination Date and the denominator of which
is 365 (“Deemed
Pro Rata Bonus Amount”);

     

    plus

     

    (c)           any
other amounts that may be reimbursable by the Company to the Employee as
expressly provided under this Agreement.

     

    Thereafter, the Company will have no
further obligation to the Employee under this Agreement, other than for payment
of any amounts accrued and vested under any employee benefit plans or programs
of the Company and any payments or benefits required to be made or provided
under applicable law.

     

    6.2           Disability.  In
the event of the Employee’s termination by reason of Disability pursuant to
Section 5.5, the Employee will continue to receive his Base Salary in effect
immediately prior to the Termination Date and participate in applicable employee
benefit plans or programs of the Company (on an equivalent basis to those
employee benefit plans or programs provided under Section 6.4(a)(iv) below)
through the Termination Date, subject to offset dollar-for-dollar by the amount
of any disability income payments provided to the Employee under any Company
disability policy or program funded by the Company, and the Company shall pay
the Employee the following amounts in a lump sum within thirty (30) days
following the Termination Date:  the sum of (a) the Employee’s accrued
but unpaid then current Base Salary through the Termination
Date,  plus
(b) either the (i) unpaid Actual Full Year Bonus Amount, if any, or (ii)
the Deemed Full Year Bonus Amount, if applicable, plus (c) the Employee’s
Deemed Pro Rata Bonus Amount, plus (d) any other amounts
that may be

     


    
      
        
           

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    reimbursable
by the Company to the Employee as expressly provided under this Agreement, and
the Company thereafter will have no further obligation to the Employee under
this Agreement, other than for payment of any amounts accrued and vested under
any employee benefit plans or programs of the Company and any payments or
benefits required to be made or provided under applicable law.

     

    6.3           By the Company for Cause or
the Employee Without Good Reason.  If the Employee’s employment
is terminated by the Company for Cause, or if the Employee terminates his
employment other than for Good Reason, the Employee will receive (a) the
Employee’s accrued but unpaid then current Base Salary through the Termination
Date, payable in a lump sum within thirty (30) days following the Termination
Date, and (b) any other amounts that may be reimbursable by the Company to the
Employee as expressly provided under this Agreement, payable in a lump sum
within thirty (30) days following the Termination Date, and the Company
thereafter will have no further obligation to the Employee under this Agreement,
other than for payment of any amounts accrued and vested under any employee
benefit plans or programs of the Company, and any payments or benefits required
to be made or provided under applicable law. Notwithstanding anything in this
Agreement to the contrary, no bonus will be paid to the Employee for a
termination of his employment under this Section 6.3.

     

    6.4           By the Employee for Good
Reason or the Company Without Cause.

     

    (a)           Severance Benefits on Non-Change of
Control Termination.  Subject to the provisions of Section
6.4(b) and Section 6.4(d), if prior to the date that precedes a Change of
Control by at least six (6) months, or more than two (2) years after the
occurrence of a Change of Control (as defined below) the Company terminates the
Employee’s employment without Cause, or the Employee terminates his employment
for Good Reason, then the Employee will be entitled to the following benefits
(the “Severance
Benefits”) payable in a lump sum within thirty (30) days following the
Termination Date:

     

    (i)           an
amount equal to (A) the Employee’s accrued but unpaid then current Base Salary
through the Termination Date, plus (B) either (x) the
unpaid Actual Full Year Bonus Amount, if any, or (y) the Deemed Full Year Bonus
Amount, if applicable, plus (C) the Employee’s
Deemed Pro Rata Bonus Amount, if any, plus (D) any other amounts
that may be reimbursable by the Company to the Employee as expressly provided
under this Agreement;

     

    plus

     

    (ii)          with
respect to any termination event described in this paragraph (a) of Section 6.4, a single
lump sum equal to two times the Employee's annual Base Salary at the highest
rate in effect at any time during the thirty-six (36) month period immediately
preceding the Termination Date, payable within thirty (30) days of the
Termination Date.

     

    (iii)         In
addition, the Company will pay the “Company’s portion” (as set defined below) of
the Employee’s COBRA continuation coverage (the “COBRA

     


    
      
        
           

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    Coverage”) for the duration
of the “maximum required period” as such period is set forth under COBRA and the
applicable regulations.  Following such period, the Company shall
permit the Employee (including his spouse and dependents) to (A) continue to
participate in the Company’s group health plan if permitted under such plan, (B)
convert the Company’s group health plan to an individual policy, or (C) obtain
other similar coverage, in each case for up to an additional six (6) months
after the expiration of the “maximum required period” by the Employee paying
one-hundred percent of the premiums for medical, dental and vision coverage on
an after-tax basis (“Medical
Benefits”).  Notwithstanding the foregoing, the benefits
described in this Section 6.4(a)(iii) may be discontinued by the Company prior
to the end of the period provided in this subsection (iii) to the extent, but
only to the extent, that the Employee receives substantially similar benefits
from a subsequent employer.

     

    (iv)         Following
the end of the COBRA “maximum required period” provided under the Company’s
group health plan (the “Benefit Measurement Date”),
the Company shall, as a separate obligation, reimburse the Employee for any
medical premium expenses incurred to purchase the Medical Benefits under the
preceding Section 6.4(a)(iii), but only to the extent such expenses constitute
the “Company’s portion” of the premiums for continued Medical Benefits (which
amount shall be referred to herein as the “Medical
Reimbursement”).

     

    The “Company’s portion” of COBRA
Coverage and of premiums for any continuing Medical Benefits shall be the
difference between one hundred percent of the COBRA Coverage or Medical Benefits
premium, as the case may be, and the dollar amount of medical premium expenses
paid for the same type or types of Company medical benefits by a similarly
situated employee on the Termination Date.

     

    The premiums available for Medical
Reimbursement under Section 6.4(a)(iv) in any calendar year will not be
increased or decreased to reflect the amount actually reimbursed in a prior or
subsequent calendar year, and all Medical Reimbursements under this paragraph
will be paid to the Employee within thirty (30) days following the Company’s
receipt of a premium payment for Medical Benefits.

     

    (b)           Change of Control Benefits.
Subject to the provisions of Section 6.4(d), if a
Change of Control has occurred and the Employee’s employment was terminated by
the Company without Cause, or by the Employee for Good Reason as defined in
Section 5.3(d), during the period beginning six (6) months prior to the Change
of Control and ending  two (2) years following the Change of Control
(an “Eligible
Termination”), then in lieu of the Severance Benefits under Section 6.4(a), the
Employee will be entitled to benefits (the “Change of Control Benefits”)
with respect to an Eligible Termination, as follows:

     

    (i)           Amounts
identical to those set forth in Sections 6.4(a)(i) and
(a)(ii) except that the amount described in Section 6.4(a)(ii) will be
equal to two and a

     


    
      
        
           

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    half
times the sum of (A) the Employee’s annual Base Salary at the highest rate in
effect at any time during the thirty-six (36) month period immediately preceding
the Termination Date plus (B) the highest Annual
Bonus that the Employee was paid in the thirty-six (36) months immediately
preceding the Change of Control, payable in a single lump sum within thirty (30)
days following the Termination Date; provided, however, that if the Termination
Date preceded the Change of Control, then the Change of Control Benefits will be
payable within the later of thirty (30) days following the Termination Date and
thirty (30) days following the Change of Control;

     

    (ii)          The
Company will pay the same COBRA Coverage described in Section 6.4(a)(iii),
except that the term of the Medical Benefits following the Benefit Measurement
Date, with respect to both the Employee’s right to participate in a health
insurance policy as set forth in Section 6.4(a)(iii) and the Company’s Medical
Reimbursement obligation as set forth in Section 6.4(a)(iv), shall be twelve
(12) months instead of six (6) months.  Notwithstanding the foregoing,
the benefits described in this Section 6.4(b)(ii) may be discontinued by the
Company prior to the end of the period provided in this subsection (ii) to the
extent, but only to the extent, that the Employee receives substantially similar
benefits from a subsequent employer.

     

    The
foregoing notwithstanding, if the Termination Date preceded the Change of
Control, the amount of Severance Benefits to which the Employee will be entitled
will be the difference between the Severance Benefits already paid to the
Employee, if any, under Section 6.4(a) and the Severance Benefits to be paid
under this Section 6.4(b)

     

    (c)           Definition of Change of
Control.  For purposes of this Agreement, a “Change
of Control” will mean the first to occur of:

     

    (i)           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 (A) the
then-outstanding equity interests of Linn Energy (the “Outstanding
Linn Energy Equity”) or (B) the combined voting power of the
then-outstanding voting securities of Linn Energy entitled to vote generally in
the election of directors (the “Outstanding
Linn Energy Voting Securities”); provided, however, that, for purposes of
this Section 6.4(c)(i), the following acquisitions will not constitute a Change
of Control: (1) any acquisition directly from Linn Energy, (2) any acquisition
by Linn Energy, (3) any acquisition by any employee benefit plan (or related
trust) sponsored or maintained by Linn Energy or any affiliated company, or (4)
any acquisition by any corporation or other entity pursuant to a transaction
that complies with Section 6.4(c)(iii)(A), Section 6.4(c)(iii)(B) or Section
6.4(c)(iii)(C);

     

    (ii)          Any
time at which individuals who, as of the date hereof, constitute the Board (the
“Incumbent
Board”) cease for any reason to constitute at

     


    
      
        
           

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    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 Linn Energy’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;

     

    (iii)         Consummation
of a reorganization, merger, statutory share exchange or consolidation or
similar corporate transaction involving Linn Energy or any of its subsidiaries,
a sale or other disposition of all or substantially all of the assets of Linn
Energy, or the acquisition of assets or equity interests of another entity by
Linn Energy or any of its subsidiaries (each, a “Business
Combination”), in each case unless, following such Business Combination,
(A) 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 resulting from such Business
Combination (including, without limitation, a corporation or other entity that,
as a result of such transaction, owns Linn Energy or all or substantially all of
Linn Energy’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, (B) no Person (excluding any
corporation resulting from such Business Combination or any employee benefit
plan (or related trust) of Linn Energy 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
(C) 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

     

    (iv)         Consummation
of a complete liquidation or dissolution of Linn Energy.

     

    (d)           Conditions to Receipt of Severance
Benefits.

     


    
      
        
           

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    (i)           Release.  As
a condition to receiving any Severance Benefits or Change of Control Benefits to
which the Employee may otherwise be entitled under Section 6.4(a) or Section
6.4(b), the Employee will execute a release (the “Release”),
which will include an affirmation of the restrictive covenants set forth in
Section 7 and a non-disparagement provision, in a form and substance
satisfactory to the Company, of any claims, whether arising under federal, state
or local statute, common law or otherwise, against the Company and its direct or
indirect subsidiaries which arise or may have arisen on or before the date of
the Release, other than any claims under this Agreement, any claim to vested
benefits under an employee benefit plan, any claim arising after the execution
of the Release, or any rights to indemnification from the Company and its direct
or indirect subsidiaries pursuant to any provisions of the Company’s (or any of
its subsidiaries’) organizational documents or any directors and officers
liability insurance policies maintained by the Company.  The Company
will provide the Release to the Employee for signature within ten (10) days
after the Termination Date.  If the Company has provided the Release
to the Employee for signature within ten (10) days after the Termination Date
and if the Employee fails or otherwise refuses to execute the Release within a
reasonable time after the Company has provided the Release to the Employee, and
in all events no later than sixty (60) days after the Termination Date and prior
to the date on which such benefits are to be first paid to him, the Employee
will not be entitled to any Severance Benefits or Change of Control Benefits, as
the case may be, or any other benefits provided under this Agreement and the
Company will have no further obligations with respect to the provision of those
benefits except as may be required by law.

     

    (ii)          Limitation on
Benefits.  If, following a termination of employment that gives
the Employee a right to the payment of Severance Benefits under Section 6.4(a)
or Section 6.4(b), the Employee violates in any material respect any of the
covenants in Section 7 or as otherwise set forth in the Release, the Employee
will have no further right or claim to any payments or other benefits to which
the Employee may otherwise be entitled under Section 6.4(a) or Section 6.4(b)
from and after the date on which the Employee engages in such activities and the
Company will have no further obligations with respect to such payments or
benefits, and the covenants in Section 7 will nevertheless continue in full
force and effect.

     

    6.5           Severance Benefits Not
Includable for Employee Benefits Purposes.  Except to the
extent the terms of any applicable benefit plan, policy or program provide
otherwise, any benefit programs of the Company that take into account the
Employee’s income will exclude any and all Severance Benefits and Change of
Control Benefits provided under this Agreement.

     

    6.6           Exclusive Severance
Benefits.  The Severance Benefits payable under Section 6.4(a)
or the Change of Control Benefits payable under Section 6.4(b), if they become
applicable under the terms of this Agreement, will be in lieu of any other
severance or similar benefits that would otherwise be payable under any other
agreement, plan, program or policy of the Company.

     


    
      
        
           

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    6.7           Additional Payments by the
Company.  Notwithstanding anything in this Agreement to the
contrary:

     

    (a)           if
any payment or benefit received or to be received by the Employee in connection
with a Change of Control or the termination of the Employee’s employment
(whether pursuant to the terms of this Agreement or any other plan, arrangement
or agreement with the Company, any other entity whose actions result in a Change
of Control or any entity affiliated with the Company) (all such payments and
benefits, including the Severance Payments, being hereinafter referred to as the
"Total Payments") would
be subject (in whole or part), to the excise tax imposed under Section 4999 of
the Code (including any similar state or local tax and any related interest or
penalties, "Excise
Tax"), the Employee will be paid an additional payment in an amount such
that, after the Employee’s payment of all taxes on or otherwise as a result of
the additional payment (including any Excise Tax, income tax, related interest
or penalties and effect of any disallowed deductions), the Employee retains an
amount of the additional payment equal to the Excise Tax. All determinations
required to be made under this Section 6.7(a), including as to any underlying
assumptions, will be made by an accounting firm selected by the Company and
reasonably acceptable to the Employee. The accounting firm will provide the
Employee and the Company with its determination of the additional payment, if
any, that is due with respect to any payment or benefit (together with
reasonably detailed supporting schedules) within fifteen (15) business days
after they receive notice from the Employee that the payment has been made or
benefit provided, or at such earlier time as the Company may request. If the
Employee reasonably requests and the accounting firm determines that no Excise
Tax is payable, the accounting firm will provide the Employee with a written
opinion, in form and substance reasonably satisfactory to the Employee, that the
Employee is not required to pay any Excise Tax and the Employee’s not reporting
any Excise Tax on his applicable federal income tax return will not result in
the imposition of a negligence or similar penalty. The Company will bear all
fees and expenses of the accounting firm, including any costs of retaining
experts; or

     

    (b)           in
the event that any benefits payable or otherwise provided under this Agreement
would be deemed to constitute non-qualified deferred compensation subject to
Section 409A of the Code, Linn Energy or the Company, as the case may be, will
have the discretion to adjust the terms of such payment or benefit as it deems
necessary to comply with the requirements of Section 409A to avoid the
imposition of any excise tax or other penalty with respect to such payment or
benefit under Section 409A of the Code.

     

    Any payment or reimbursement of an
Excise Tax or other tax or penalty pursuant to this provision shall be made no
later than the end of the Employee’s taxable year next following the taxable
year in which the related Excise Tax or other tax or penalty is remitted to the
Internal Revenue Service or any other applicable taxing authority.  If
Employee contests any such Excise Tax or other tax or penalty and receives a
refund of any amount paid by the Company hereunder, Employee shall promptly pay
such refund to the Company.

     

    6.8           Timing of Payments by the
Company.  Notwithstanding anything in this Agreement to the
contrary, in the event that the Employee is a “specified employee”
(as

     


    
      
        
           

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    determined
under Section 409A of the Code) at the time of the separation from service
triggering the payment or provision of benefits, any payment or benefit under
this Agreement which is determined to provide for a deferral of compensation
pursuant to Section 409A of the Code shall not commence being paid or made
available to the Employee until after six (6) months from the Termination Date
that constitutes a separation from service within the meaning of Code Section
409A.

     

    7.           Restrictive
Covenants.

     

    7.1           Confidential
Information.  The Employee hereby acknowledges that in
connection with his employment by the Company he will be exposed to and may
obtain certain Confidential Information (as defined below) (including, without
limitation, procedures, memoranda, notes, records and customer and supplier
lists whether such information has been or is made, developed or compiled by the
Employee or otherwise has been or is made available to him) regarding the
business and operations of the Company and its subsidiaries or
affiliates.  The Employee further acknowledges that such Confidential
Information is unique, valuable, considered trade secrets and deemed proprietary
by the Company.  For purposes of this Agreement, “Confidential
Information” includes, without limitation, any information heretofore or
hereafter acquired, developed or used by any of the Company, Linn Energy or
their 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, Linn Energy or their direct or indirect subsidiaries, whether oral or
in written form.  The Employee agrees that all Confidential
Information is and will remain the property of the Company, Linn Energy or their
direct or indirect subsidiaries, as the case may be.  The Employee
further agrees, except for disclosures occurring in the good faith performance
of his duties for the Company, Linn Energy or their direct or indirect
subsidiaries, during the Employment Term, the Employee will hold in the
strictest confidence all Confidential Information, and will not, both during the
Employment Term and for a period of five (5) years after the Termination Date,
directly or indirectly, duplicate, sell, use, lease, commercialize, disclose or
otherwise divulge to any person or entity any portion of the Confidential
Information or use any Confidential Information, directly or indirectly, for his
own benefit or profit or allow any person, entity or third party, other than the
Company, Linn Energy or their direct or indirect subsidiaries and authorized
executives of the same, to use or otherwise gain access to any Confidential
Information. The Employee will have no obligation under this Agreement with
respect to any information that becomes generally available to the public other
than as a result of a disclosure by the Employee or his agent or other
representative or becomes available to the Employee on a non-confidential basis
from a source other than the Company, Linn Energy or their direct or indirect
subsidiaries.  Further, the Employee will have no obligation under
this Agreement to keep confidential any of the Confidential Information to the
extent that a disclosure of it is required by law or is consented to by the
Company or Linn Energy; provided, however, that if and when such a disclosure is
required by law, the Employee promptly will provide the Company with notice of
such requirement, so that the Company may seek an appropriate protective
order.

     

    7.2           Return of
Property.  Employee agrees to deliver promptly to the Company,
upon termination of his employment hereunder, or at any other time when the
Company so requests, all documents relating to the business of the Company, Linn
Energy or their direct or indirect

     


    
      
        
           

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    subsidiaries,
including without limitation: all geological and geophysical reports and related
data such as maps, charts, logs, seismographs, seismic records and other reports
and related data, calculations, summaries, memoranda and opinions relating to
the foregoing, production records, electric logs, core data, pressure data,
lease files, well files and records, land files, abstracts, title opinions,
title or curative matters, contract files, notes, records, drawings, manuals,
correspondence, financial and accounting information, customer lists,
statistical data and compilations, patents, copyrights, trademarks, trade names,
inventions, formulae, methods, processes, agreements, contracts, manuals or any
documents relating to the business of the Company, Linn Energy or their direct
or indirect subsidiaries and all copies thereof and therefrom; provided,
however, that the Employee will be permitted to retain copies of any documents
or materials of a personal nature or otherwise related to the Employee’s rights
under this Agreement, copies of this Agreement and any attendant or ancillary
documents specifically including any documents referenced in this Agreement,
copies of the Linn Energy, LLC Long Term Incentive Plan Form of Executive
Restrictive Unit Grant Agreement, copies of the Linn Energy, LLC Long Term
Incentive Plan, copies of the Linn Energy, LLC Long Term Incentive Plan Summary
and Prospectus, and copies of the Second Amended and Restated Limited Liability
Company Agreement of Linn Energy, LLC.

     

    7.3           Non-Compete
Obligations.

     

    (a)           Non-Compete Obligations During
Employment Term.  The Employee agrees that during the
Employment Term:

     

    (i)           the
Employee will not, other than through the Company, engage or participate in any
manner, whether directly or indirectly through any family member or as an
employee, employer, consultant, agent, principal, partner, more than one percent
(1%) shareholder, officer, director, licensor, lender, lessor or in any other
individual or representative capacity, in any business or activity which is
engaged in leasing, acquiring, exploring, producing, gathering or marketing
hydrocarbons and related products; provided that the foregoing shall not be
deemed to restrain the participation by the Employee’s spouse in any capacity
set forth above in any business or activity engaged in any such activity and
provided further that Linn Energy or the Company may, in good faith, take such
reasonable action with respect to the Employee’s performance of his duties,
responsibilities and authorities as set forth in Section 1.1 and Section 1.2 of this
Agreement as it deems necessary and appropriate to protect its legitimate
business interests with respect to any actual or apparent conflict of interest
reasonably arising from or out of the participation by Employee’s spouse in any
such competitive business or activity; and

     

    (ii)          all
investments made by the Employee (whether in his own name or in the name of any
family members or other nominees or made by the Employee’s controlled
affiliates), which relate to the leasing, acquisition, exploration, production,
gathering or marketing of hydrocarbons and related products will be made solely
through the Company; and the Employee will not (directly or indirectly through
any family members or other persons), and will not permit any of his controlled
affiliates to: (A) invest or otherwise participate

     


    
      
        
           

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    alongside
the Company or its direct or indirect subsidiaries in any Business
Opportunities, or (B) invest or otherwise participate in any business or
activity relating to a Business Opportunity, regardless of whether any of the
Company or its direct or indirect subsidiaries ultimately participates in such
business or activity, in either case, except through the
Company.  Notwithstanding the foregoing, nothing in this Section 7.3 shall be
deemed to prohibit the Employee or any family member from owning, or otherwise
having an interest in, less than one percent (1%) of any publicly owned entity
or three percent (3%) or less of any private equity fund or similar investment
fund that invests in any business or activity engaged in any of the activities
set forth above, provided that Employee has no active role with respect to any
investment by such fund in any entity.

     

    (b)           Non-Compete Obligations After
Termination Date. The Employee agrees that the Employee will not engage
or participate in any manner, whether directly or indirectly, through any family
member or other person or as an employee, employer, consultant, agent principal,
partner, more than one percent (1%) shareholder, officer, director, licensor,
lender, lessor or in any other individual or representative capacity during the
one (1) year period following the Termination Date, in any business or activity
which is in direct competition with the business of the Company or its direct or
indirect subsidiaries in the leasing, acquiring, exploring, producing, gathering
or marketing of hydrocarbons and related products within the boundaries of, or
within a two-mile radius of the boundaries of, any mineral property interest of
any of the Company or its direct or indirect subsidiaries (including, without
limitation, a mineral lease, overriding royalty interest, production payment,
net profits interest, mineral fee interest or option or right to acquire any of
the foregoing, or an area of mutual interest as designated pursuant to
contractual agreements between the Company and any third party) or any other
property on which any of the Company or its direct or indirect subsidiaries has
an option, right, license or authority to conduct or direct exploratory
activities, such as three-dimensional seismic acquisition or other seismic,
geophysical and geochemical activities (but not including any preliminary
geological mapping), as of the Termination Date or as of the end of the six (6)
month period following such Termination Date; provided that, this Section 7.3(b)
will not preclude the Employee from making investments in securities of oil and
gas companies which are registered on a national stock exchange, if (A) the
aggregate amount owned by the Employee and all family members and affiliates
does not exceed five percent (5%) of such company’s outstanding securities, and
(B) the aggregate amount invested in such investments by the Employee and all
family members and affiliates after the date hereof does not exceed
$500,000.

     

    (c)           Not Applicable Following Change of
Control Termination.  The Employee will not be subject to the
covenants contained in Section 7.3(b) and such covenants will not be enforceable
against the Employee from and after the date of an Eligible Termination if such
Eligible Termination occurs within six (6) months before or two (2) years after
a Change of Control.

     


    
      
        
           

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    7.4           Non-Solicitation.

     

    (a)           Non-Solicitation Other than Following a Change of
Control Termination.  During the Employment Term and for a
period of one (1) year after the Termination Date, the Employee will not,
whether for his own account or for the account of any other Person (other than
the Company or its direct or indirect subsidiaries), (i) intentionally solicit,
endeavor to entice away from the Company or its direct or indirect subsidiaries,
or otherwise interfere with the relationship of the Company or its direct or
indirect subsidiaries with, any person who is employed by the Company or its
direct or indirect subsidiaries (including any independent sales representatives
or organizations), or (ii) using Confidential Information, solicit,
endeavor to entice away from the Company or its direct or indirect subsidiaries,
or otherwise interfere with the relationship of the Company or its direct or
indirect subsidiaries with, any client or customer of the Company or its direct
or indirect subsidiaries in direct competition with the Company.

     

    (b)           Not Applicable Following Change of
Control Termination. The Employee will not be subject to the covenants
contained in Section 7.4(a) and such covenants will not be enforceable against
the Employee from and after the date of an Eligible Termination if such Eligible
Termination occurs within six (6) months before or two (2) years following a
Change of Control.

     

    7.5           Assignment of
Developments.  The Employee assigns and agrees to assign
without further compensation to the Company and its successors, assigns or
designees, all of the Employee’s right, title and interest in and to all
Business Opportunities and Intellectual Property (as those terms are defined
below), and further acknowledges and agrees that all Business Opportunities and
Intellectual Property constitute the exclusive property of the
Company.

     

    For
purposes of this Agreement, “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 Employee during the Employment Term, or
originated by any third party and brought to the attention of the Employee
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).

     

    For
purposes of this Agreement, “Intellectual
Property” shall mean all ideas, inventions, discoveries, 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 Employee prior to
the date of this Agreement), whether or not patentable or copyrightable, which
do not fall within the definition of Business Opportunities, which the Employee
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 Employee’s employment with the
Company, 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,

     


    
      
        
           

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    relates
or pertains in any material way to the purposes, activities or affairs of the
Company or its direct or indirect subsidiaries.

     

    7.6           Injunctive
Relief.  The Employee acknowledges that a breach of any of the
covenants contained in this Section 7 may result in material, irreparable injury
to the Company for which there is no adequate remedy at law, that it will not be
possible to measure damages for such injuries precisely and that, in the event
of such a breach or threat of breach, the Company will be entitled to obtain a
temporary restraining order and/or a preliminary or permanent injunction
restraining the Employee from engaging in activities prohibited by this Section
7 or such other relief as may be required to specifically enforce any of the
covenants in this Section 7.

     

    7.7           Adjustment of
Covenants.  The parties consider the covenants and restrictions
contained in this Section 7 to be reasonable.  However, if and when
any such covenant or restriction is found to be void or unenforceable and would
have been valid had some part of it been deleted or had its scope of application
been modified, such covenant or restriction will be deemed to have been applied
with such modification as would be necessary and consistent with the intent of
the parties to have made it valid, enforceable and effective.

     

    7.8           Forfeiture
Provision.

     

    (a)           Detrimental
Activities.  If the Employee engages in any activity that
violates any covenant or restriction contained in this Section 7, in addition to
any other remedy the Company may have at law or in equity, (i) the Employee will
be entitled to no further payments or benefits from the Company under this
Agreement or otherwise, except for any payments or benefits required to be made
or provided under applicable law, (ii) all unexercised Unit options, restricted
Units and other forms of equity compensation held by or credited to the Employee
will terminate effective as of the date on which the Employee engages in that
activity, unless terminated sooner by operation of another term or condition of
this Agreement or other applicable plans and agreements, and (iii) any exercise,
payment or delivery pursuant to any equity compensation award that occurred
within one (1) year prior to the date on which the Employee engages in that
activity may be rescinded within one (1) year after the first date that a
majority of the members of the Board first became aware that the Employee
engaged in that activity.  In the event of any such rescission, the
Employee will pay to the Company the amount of any gain realized or payment
received as a result of the rescinded exercise, payment or delivery, in such
manner and on such terms and conditions as may be required.

     

    (b)          Right of
Setoff.  The Employee consents to a deduction from any amounts
the Company owes the Employee from time to time (including amounts owed as wages
or other compensation, fringe benefits, or vacation pay, as well as any other
amounts owed to the Employee by the Company), to the extent of the amounts the
Employee owes the Company under Section 7.8(a) above.  Whether or not
the Company elects to make any setoff in whole or in part, if the Company does
not recover by means of setoff the full amount the Employee owes, calculated as
set forth above, the Employee agrees to pay immediately the unpaid balance to
the Company.  In the discretion of the Board, reasonable interest may
be assessed on the amounts owed, calculated from the later of (i)

     


    
      
        
           

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    the date
the Employee engages in the prohibited activity and (ii) the applicable date of
exercise, payment or delivery.

     

    8.           Miscellaneous.

     

    8.1           Assignment; Successors;
Binding Agreement.  This Agreement may not be assigned by
either party, whether by operation of law or otherwise, without the prior
written consent of the other party, except that any right, title or interest of
the Company arising out of this Agreement may be assigned to any corporation or
entity controlling, controlled by, or under common control with the Company, or
succeeding to the business and substantially all of the assets of the Company or
any affiliates for which the Employee performs substantial
services.  Subject to the foregoing, this Agreement will be binding
upon and will inure to the benefit of the parties and their respective heirs,
legatees, devisees, personal representatives, successors and
assigns.  The Company shall obtain from any successor or other person
or entity acquiring a majority of the Company’s assets or Units a written
agreement to perform all terms of this Agreement.

     

    8.2           Modification and
Waiver.  Except as otherwise provided below, no provision of
this Agreement may be modified, waived, or discharged unless such waiver,
modification or discharge is duly approved by the Board and is agreed to in
writing by the Employee and such officer(s) as may be specifically authorized by
the Board to effect it.  No waiver by any party of any breach by any
other party of, or of compliance with, any term or condition of this Agreement
to be performed by any other party, at any time, will constitute a waiver of
similar or dissimilar terms or conditions at that time or at any prior or
subsequent time.

     

    8.3           Entire
Agreement.  This Agreement together with any attendant or
ancillary documents, specifically including, but not limited to, (a) all
documents referenced in this Agreement, (b) the written policies and procedures
of the Company, (c) the Company’s Amended and Restated Long-Term Incentive Plan
or any successor plan (the “LTIP”), (d) each Company LTIP Executive Option
Agreement to which the Employee is party, (e) each Company LTIP Executive
Restricted Unit Agreement to which the Employee is party, and (f) the Second
Amended and Restated Limited Liability Company Agreement of Linn Energy, LLC, as
amended, embodies the entire understanding of the parties hereto, and, upon the
Effective Date, will supersede all other oral or written agreements or
understandings between them regarding the subject matter hereof; provided,
however, that if there is a conflict between any of the terms in this Agreement
and the terms in any LTIP Executive Option Agreement to which the Employee is
party, any LTIP Executive Restricted Unit Agreement to which the Employee is
party, or any other award agreement between the Company and the Employee
pursuant to the LTIP, the terms of this Agreement shall govern.  No
agreement or representation, oral or otherwise, express or implied, with respect
to the subject matter of this Agreement, has been made by either party which is
not set forth expressly in this Agreement or the other documents referenced in
this Section 8.3.

     

    8.4           Governing Law. The
validity, interpretation, construction and performance of this Agreement will be
governed by the laws of the State of Texas other than the conflict of laws
provision thereof.

     


    
      
        
           

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    8.5           Consent to Jurisdiction and
Service of Process; Waiver of Jury Trial.

     

    (a)           Disputes. In the event of any
dispute, controversy or claim between the Company and the Employee arising out
of or relating to the interpretation, application or enforcement of the
provisions of this Agreement, the Company and the Employee agree and consent to
the personal jurisdiction of the state and local courts of Harris County, Texas
and/or the United States District Court for the Southern District of Texas,
Houston Division for resolution of the dispute, controversy or claim, and that
those courts, and only those courts, shall have any jurisdiction to determine
any dispute, controversy or claim related to, arising under or in connection
with this Agreement. The Company and the Employee also agree that those courts
are convenient forums for the parties to any such dispute, controversy or claim
and for any potential witnesses and that process issued out of any such court or
in accordance with the rules of practice of that court may be served by mail or
other forms of substituted service to the Company at the address of its
principal executive offices and to the Employee at his last known address as
reflected in the Company’s records.

     

    (b)          Waiver of Right to Jury
Trial.

     

    THE
COMPANY AND  THE EMPLOYEE HEREBY VOLUNTARILY, KNOWINGLY AND
INTENTIONALLY WAIVE ANY AND ALL RIGHTS TO TRIAL BY JURY TO ALL CLAIMS ARISING
OUT OF OR RELATING TO THIS AGREEMENT, AS WELL AS TO ALL CLAIMS ARISING OUT OF
EMPLOYEE’S EMPLOYMENT WITH THE COMPANY OR TERMINATION THEREFROM INCLUDING, BUT
NOT LIMITED TO:

    


    (i)           Any
and all claims and causes of action arising under contract, tort or other common
law including, without limitation, breach of contract, fraud, estoppel,
misrepresentation, express or implied duties of good faith and fair dealing,
wrongful discharge, discrimination, retaliation, harassment, negligence, gross
negligence, false imprisonment, assault and battery, conspiracy, intentional or
negligent infliction of emotional distress, slander, libel, defamation and
invasion of privacy.

     

    (ii)          Any
and all claims and causes of action arising under any federal, state or local
law, regulation or ordinance, including, without limitation, claims arising
under Title VII of the Civil Rights Act of 1964, the Pregnancy Discrimination
Act, the Age Discrimination in Employment Act, the Americans with Disabilities
Act, the Family and Medical Leave Act, the Fair Labor Standards Act and all
corresponding state laws.

     

    (iii)         Any
and all claims and causes of action for wages, employee benefits, vacation pay,
severance pay, pension or profit sharing benefits, health or welfare benefits,
bonus compensation, commissions, deferred compensation or other remuneration,
employment benefits or compensation, past or future loss of pay or benefits or
expenses.

     


    
      
        
           

          040707, 000014, 102625676.2


        

         


      

      
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    8.6           Withholding of
Taxes.  The Company will withhold from any amounts payable
under the Agreement all federal, state, local or other taxes as legally will be
required to be withheld.

     

    8.7           Notices.  All
notices, consents, waivers, and other communications under this Agreement must
be in writing and will be deemed to have been duly given when (a) delivered by
hand (with written confirmation of receipt), (b) sent by facsimile (with written
confirmation of receipt), provided that a copy is mailed by registered mail,
return receipt requested, or (c) when received by the addressee, if sent by a
nationally recognized overnight delivery service (receipt requested), in each
case to the appropriate addresses and facsimile numbers set forth below (or to
such other addresses and facsimile numbers as a party may designate by notice to
the other parties).

     

    to the
Company:

    Attn:
Senior Vice President and General Counsel

    Linn
Energy, LLC

    JPMorgan
Chase Tower

    600Travis

    Suite
5100

    Houston,
Texas  77002

    


    to the
Employee:

     

    Kolja
Rockov

    3333
Allen Parkway, No. 2504

    Houston,
TX  77019

     

    Addresses
may be changed by written notice sent to the other party at the last recorded
address of that party.

     

    8.8           Severability.  The
invalidity or unenforceability of any provision or provisions of this Agreement
will not affect the validity or enforceability of any other provision of this
Agreement, which will remain in full force and effect.

     

    8.9           Counterparts.  This
Agreement may be executed in one or more counterparts, each of which will be
deemed to be an original but all of which together will constitute one and the
same instrument.

     

    8.10         Headings.  The
headings used in this Agreement are for convenience only, do not constitute a
part of the Agreement, and will not be deemed to limit, characterize, or affect
in any way the provisions of the Agreement, and all provisions of the Agreement
will be construed as if no headings had been used in the Agreement.

     

    8.11         Construction.  As
used in this Agreement, unless the context otherwise requires: (a) the
terms defined herein will have the meanings set forth herein for all purposes;
(b) references to “Section” are to a section hereof; (c) “include,”
“includes” and “including” are deemed to be followed by “without limitation”
whether or not they are in fact followed by such

     


    
      
        
           

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    words or
words of like import; (d) “writing,” “written” and comparable terms refer to
printing, typing, lithography and other means of reproducing words in a visible
form; (e) “hereof,” “herein,” “hereunder” and comparable terms refer to the
entirety of this Agreement and not to any particular section or other
subdivision hereof or attachment hereto; (f) references to any gender include
references to all genders; and (g) references to any agreement or other
instrument or statute or regulation are referred to as amended or supplemented
from time to time (and, in the case of a statute or regulation, to any successor
provision).

     

    8.12         Capacity; No
Conflicts.  The Employee represents and warrants to the Company
that: (a) he has full power, authority and capacity to execute and deliver this
Agreement, and to perform his obligations hereunder, (b) such execution,
delivery and performance will not (and with the giving of notice or lapse of
time, or both, would not) result in the breach of any agreement or other
obligation to which he is a party or is otherwise bound, and (c) this Agreement
is his valid and binding obligation, enforceable in accordance with its
terms.

     

    [Signature
page follows]

     


    
      
        
           

          040707, 000014, 102625676.2


        

         


      

      
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    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:  
Chairman and Chief Executive Officer

     

    EMPLOYEE

     

    


    By: /s/ Kolja
Rockov                                           

      Kolja Rockov

    


    For
the limited purposes set forth herein:

     

    LINN
ENERGY, LLC

     

    


    By: /s/ Michael C.
Linn                                     
  

    Name: Michael
C. Linn

    Title:   Chairman
and Chief Executive Officer

     

     

    040707, 000014, 102625676.2


     

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