exhibit10-4.htm


    
      Exhibit
10.4

    

    
 

    LINN
ENERGY, LLC

     

    LONG-TERM
INCENTIVE PLAN

     

    FORM
OF EXECUTIVE RESTRICTED UNIT GRANT AGREEMENT

     

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

     

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

     

    WHEREAS, the Company desires
to accomplish such objectives by granting Participant Restricted Units pursuant
to the Linn Energy, LLC Amended and Restated Long-Term Incentive Plan, as
amended which is attached hereto as Appendix A and incorporated by reference
herein (the “Plan”);

     

    NOW, THEREFORE, in
consideration of the mutual agreements hereinafter set forth, the parties hereby
agree as follows:

     

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

     

    2.  Vesting and Restricted
Period.  Except as otherwise provided herein, the Restricted
Period with respect to one third (1/3) of the Restricted Units granted hereby
shall lapse on January 19,
[_______], the Restricted Period with respect to an additional one third
(1/3) of the Restricted Units granted hereby shall lapse on January 19, [_______], and the
Restricted Period with respect to the final one third (1/3) of the Restricted
Units granted hereby shall lapse on January 19,
[_______].  Upon the termination of the Restricted Period with
respect to a Restricted Unit, such Restricted Unit shall vest in full and no
longer be subject to forfeiture, and shall no longer be deemed a Restricted
Unit.

     

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

     

    4.  Termination by Company other than for
Cause.  Upon the termination by the Company of Participant’s
service relationship with the Company other than for Cause (as defined herein
and as determined by the Committee in its sole discretion), all Restricted
Periods established hereunder shall automatically and immediately terminate and
all outstanding Restricted Units granted hereby shall automatically and
immediately vest in full.  The Company will have “Cause” to terminate
the Participant’s employment by reason of any of the following: (i) 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; (ii) the
Participant’s repeated intoxication by alcohol or drugs during the performance
of his duties; (iii) the Participant’s willful and intentional misuse of
any

     


    
      
        
          Form of
Executive Restricted Unit Grant Agreement (revised 2-09)

        

         


      

      
        
        

        
          

        

      

      
         


      

    


    of the
funds of the Company or its direct or indirect subsidiaries; (iv) embezzlement
by the Participant; (v) 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; (vi)the Participant’s
willful and intentional material breach of [Employment Agreement, dated _____
among Participant, the Company and Linn Operating, Inc. (the “Employment
Agreement”)]; (vii) the Participant’s willful and material failure to follow or
comply with the reasonable and lawful written directives of the Board of
Directors of the Company (the “Board”); or (viii) conduct constituting a
material breach by the Participant of the Company’s then current (A) Code of
Business Conduct and Ethics, and any other written policy referenced therein,
(B) Code of Ethics for Chief Executive Officer and Senior Financial Officers, if
applicable, provided that in each case the Participant knew or should have known
such conduct to be a breach. “Cause” shall not include actions or inactions
taken or not taken in good faith or at the direction of the Board or of the
Company’s legal counsel.

     

    5.  Termination by Participant with Good
Reason.  Upon the termination by Participant of Participant’s
service relationship with the Company with Good Reason (as defined herein), all
Restricted Periods established hereunder shall automatically and immediately
terminate and all outstanding Restricted Units granted hereby shall
automatically and immediately vest in full.  “Good Reason” shall
mean any of the following to which Participant will not consent in writing: (i)
a reduction in the Participant’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 the Employment Agreement that are due and owing, or (B)
any amounts that are due and owing to the Participant under any long-term or
short-term or other incentive compensation plans, agreements or awards; (iii)
material breach of any provision of the Employment Agreement by Company; (iv)
any material reduction in the Participant’s title, authority or
responsibilities; or (v)  a relocation of the Participant’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 of the Employment
Agreement.

     

    6.  Death or
Disability.  In the case of termination of Participant’s
service relationship with the Company due to death or Disability (as defined
herein), all Restricted Periods established hereunder shall automatically and
immediately terminate and all outstanding Restricted Units granted hereby shall
automatically and immediately vest in full.  “Disability” means the
earlier of (a) written determination by a physician selected by the Company and
reasonably agreed to by the Participant that the Participant has been unable to
perform substantially the Participant’s usual and customary duties 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.

     

    7.  Change
of  Control.  Notwithstanding anything in the Plan to
the contrary, in the event of a Change of Control (as defined in the Plan), all
Restricted Periods established hereunder shall automatically and immediately
terminate and all outstanding Restricted Units granted hereby shall
automatically and immediately vest in full.

     


    
      
        
           

        

         


      

      
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    8.  Termination by Company for Cause or
by Participant without Good Reason.  In the case of (a)
termination by the Company of Participant’s service relationship with the
Company for Cause or (b) termination by Participant of Participant’s service
relationship with the Company without Good Reason and other than due to
Participant’s death or Disability, all outstanding Restricted Units granted
hereby shall be automatically and immediately forfeited, and Participant hereby
agrees to undertake any action and execute any document, instrument or papers
reasonably requested by the Company to effect such forfeiture of Restricted
Units resulting from any such termination.

     

    9.  Plan Controlling
Document.  Unless otherwise defined herein, capitalized terms
shall have the meaning given such terms in the Plan.  Participant
agrees that the Plan is the controlling instrument and that to the extent there
is any conflict between the terms of the Plan and this Grant Agreement, the Plan
shall control and be the governing document.

     

    10.   
Limited Liability
Company Agreement.  Participant agrees to be bound by all
applicable provisions of the Company’s limited liability company agreement, as
it may be amended from time to time.

     

    11.   
Taxes.  The Company
and any affiliate thereof are authorized to withhold from any payment relating
to the Restricted Units granted hereby, or any payroll or other payment to
Participant, amounts of withholding and other taxes due or potentially payable
in connection with the Restricted Units granted hereby, and to take such other
action as the Committee may deem advisable to enable the Company, any affiliate,
and Participant to satisfy obligations for the payment of withholding taxes and
other tax obligations relating to the Restricted Units granted
hereby.  This authority shall include authority to withhold or receive
Units or other property and to make cash payments in respect thereof in
satisfaction of Participant’s tax obligations, either on a mandatory or elective
basis in the discretion of the Committee.

     

    12.   
Issuance of
Units.  The Company shall not be obligated to issue any
Restricted Units at any time when the Restricted Units have not been registered
under the Securities Act of 1933, as amended, and such other state and federal
laws, rules or regulations as the Company or the Committee deems applicable and,
in the opinion of legal counsel for the Company, there is no exemption from the
registration requirements of such laws, rules or regulations available for the
issuance of such Restricted Units.

     

    13.   
Notices.  Any
notices given in connection with this Grant Agreement shall, if issued to
Participant, be delivered to Participant’s current address on file with the
Company, or if issued to the Company, be delivered to the Company’s principal
offices.

     

    14.   
Execution of Receipts
and Releases.  Any payment of cash or any issuance or transfer
of Restricted Units or other property to Participant, or to Participant’s legal
representatives, heirs, legatees or distributees, in accordance with the
provisions hereof, shall, to the extent thereof, be in full satisfaction of all
claims of such persons hereunder.  The Company may require Participant
or Participant’s legal representatives, heirs, legatees or distributees, as a
condition precedent to such payment or issuance, to execute a release and
receipt therefor in such form as it shall determine.

     


    
      
        
           

        

         


      

      
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    15.   
Successors.  This
Grant Agreement shall be binding upon Participant, Participant’s legal
representatives, heirs, legatees and distributees, and upon the Company, its
successors and assigns.

     

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    IN WITNESS WHEREOF, the
parties hereto have executed this Grant Agreement to be effective as of the day
and year first above written.

     

    


     

    LINN
ENERGY, LLC

    


    By:                     

    Name: [                               ]

    Title:   [       
            ]

     

     

     

    PARTICIPANT:

     

     

                    

    


    


    


    



    
      
        
          Form of
Executive Restricted Unit Grant Agreement (revised 2-09)

        

         


      

      
         


        
          

        

      

      
         


      

    


    APPENDIX
A

    


    LINN
ENERGY, LLC

     

    AMENDED
AND RESTATED

    LONG-TERM
INCENTIVE PLAN

     

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