exhibit10-6.htm


    
      Exhibit
10.6

    

    
 

    LINN
ENERGY, LLC

     

    LONG-TERM
INCENTIVE PLAN

     

    FORM
OF DIRECTOR 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 [Director] (“Participant”).

     

    WHEREAS, as a member of the
Company’s Board of Directors (the “Board”), 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 on the Board or any reason other than for Cause (as defined herein and
as determined by the Committee in its sole discretion, or if the Participant is
a member of the Committee, the members of the Committee other than the
Participant, in their 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

     


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

        

         


      

      
         


        
          

        

      

      
         


      

    


    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 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 failure to perform the duties of Participant on the Board or and
Committees thereof; or (vii) conduct constituting a material breach by the
Participant of the Company’s then current Code of Business Conduct and Ethics,
and any other written policy referenced therein, provided that in each case the
Participant knew or should have known such conduct to be a breach. “Cause” shall
not include actions or inactions taken or not taken in good faith or at the
direction of the Company’s legal counsel.

     

    5.  Death or
Disability.  In the case of termination of Participant’s
service on the Board 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 as a member
of the Board 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.

     

    6.  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.

     

    7.  Termination by Company for
Cause.  In the case of termination by the Company of
Participant’s service relationship with the Company for Cause 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.

     

    8.  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.

     

    9.  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.

     


    
      
        
           

        

         


      

      
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    10.   
Taxes.  The Company
and any affiliate thereof are authorized to withhold from any payment relating
to the Restricted Units granted hereby, 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.

     

    11.   
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.

     

    12.   
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.

     

    13.   
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.

     

    14.   
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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