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Exhibit 10.12    
    


AMENDED AND RESTATED

EMPLOYMENT AGREEMENT  


        The parties to this Second Amended and Restated Employment Agreement (this
"Agreement") are LINN OPERATING, INC., a Delaware corporation (the
"Company") and MICHAEL C. LINN (the
"Employee"). The Company and the Employee are currently parties to an Amended and Restated Employment Agreement dated
April 7, 2003 as amended as of June 2, 2005 (the "Existing Employment Agreement"). The parties desire to
provide for the continued employment of the Employee as President and Chief Executive Officer of the Company and of Linn Energy on the terms set forth herein effective as of the date of completion of
an initial public offering of Linn Energy's equity securities ("Units"). LINN ENERGY,
LLC, a Delaware limited liability company and the 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. The date this Agreement becomes effective is herein referred to as the "Effective Date". This
Agreement replaces and supersedes in its entirety the Amended and Restated Employment Agreement that was executed on June 2, 2005. 


        Accordingly,
the parties, intending to be legally bound, agree to amend and restate the Existing Employment Agreement effective as of the Effective Date as follows: 


1.     Position and Duties  


 
 
        1.1    Employment; Titles; Reporting.     The Company agrees to employ the Employee and the Employee agrees to
enter 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 President and Chief
Executive Officer. In such capacity, the Employee will report to 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 Board from time
to time and otherwise consistent with such position in a public company comparable to Linn Energy which is engaged in natural gas and oil acquisition, development and production (including, but not
limited to, maintaining, to the extent applicable, compliance with the Sarbanes-Oxley Act of 2002 and related regulations and all other federal, state and local laws and regulations, as well as all
regulations and rules of any exchange or electronic trading system on which Linn Energy's securities are traded). 


 
 

          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. Nevertheless, the Employee may, with the prior approval of the Board in each instance, engage in such other business and charitable activities that do not violate
Section 7, create a conflict of interest or the appearance of a conflict of interest with the Company or Linn Energy or materially interfere with the performance of
his obligations to the Company or Linn Energy under this Agreement. The activities in which the Employee is engaged as of the Effective Date, all of which have been approved by the Board, are listed
on Exhibit A hereto. 


 
 

          1.3    Place of Employment.     The Employee will perform his duties under this Agreement at the Company's
offices in Pittsburgh, Pennsylvania, 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") will commence on the Effective Date and will continue until employment is
terminated by either party under Section 5. The date on which the Employee's employment ends is referred to in this Agreement as the
"Termination Date." 


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 $250,000 for services rendered to the Company and any of its direct or indirect subsidiaries, payable in accordance
with the Company's regular payroll practices; provided that for the first twelve (12) months following the Effective Date, the Base Salary will be $1.00. The Employee's Base Salary will be
reviewed annually by the Board and may be adjusted upward in the Board's sole discretion. 


 
 

           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 determine in its
sole discretion to award to him 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"). Any additional incentive compensation payable under any Employee Bonus Plan will be referred to in
the aggregate in this Agreement as the Employee's "Bonus." 


 
 

           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 on or after the Effective Date 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. Without limiting the foregoing, on the Effective Date, subject to the conditions hereinafter set forth, the Board will cause the
Company to grant to the Employee and will cause Linn Energy to issue to the Employee: (i) a Unit option award (the "Unit Option
Award") equal to 0.4% (0.004) of Linn Energy's outstanding Units immediately following the closing of the IPO (with an exercise price per Unit equal to the IPO
price) and (ii) a Unit grant (the "Unit Grant") equal to 2.25% of the Company's outstanding Units immediately
following the closing of the IPO, which Unit Grant will be issued to Employee on the first business day following the first anniversary of the Effective Date. The Unit Grant is conditioned on the
Employee remaining employed by the Company through the date of issuance. Once issued, the Unit Grant will be fully vested. Assuming the Employee continues in the employ of the Company and serves as an
executive officer of Linn Energy through the applicable vesting date, the Unit Option Award will vest one-third (1/3) one year after the Effective Date,
one-third (1/3) two years after the Effective Date and one-third (1/3) three years after the Effective Date. Each of the Unit Option Award and the
Unit Award is subject to accelerated vesting in full upon the Employee's death or disability, a termination without Cause (as defined in Section 5.2(b)), with Good
Reason (as defined in Section 5.3(c)) or upon a Change of Control (as defined in Section 6.4(c)), in accordance with the
provisions of the Linn Energy Equity Incentive Plan and its standard Unit award agreements. 


        As
of the Effective Date or as soon as practicable thereafter, Linn Energy will file with the Securities and Exchange Commission a registration statement on Form S-8
registering the securities issuable under Linn Energy's Equity Incentive Plan, including Units issued pursuant to the Unit Option Award and the Unit Grant, and will take such actions thereafter as
necessary to maintain the continued availability of the registration statement on Form S-8. 


 
 

           3.4    IPO Success Payment.     The Company will pay the Employee an IPO success payment in the amount of
$500,000, payable in a lump sum cash payment (minus any applicable tax withholding)
within thirty (30) days after the IPO closes. 


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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 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. 


 
 

           4.2    Vacation.     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: (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) malfeasance in the conduct of Employee's duties, including, but not limited to, (A) willful and intentional misuse or diversion of any of the Related Parties' funds,
(B) embezzlement or (C) fraudulent or willful and material misrepresentations or concealments on any written reports submitted to any of Linn Energy or its direct or indirect
subsidiaries; (iv) the Employee's material failure to perform the duties of the Employee's employment consistent with Employee's position, expressly including the provisions of this Agreement,
or material failure to follow or comply with the reasonable and lawful written directives of the Board; (v) a material breach of this Agreement; or (vi) a material breach by the Employee
of written policies of the Company concerning employee discrimination or harassment. 


        (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 will give the Employee written notice stating with reasonable specificity the
nature of the circumstances determined by the Board in good faith to constitute "Cause." If, in the good faith judgment of the Board, the alleged breach is reasonably susceptible to cure, the Employee
will have fifteen (15) days from his receipt of such notice to effect the cure of such circumstances or such breach to the 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. If, in the good faith judgment of the Board the alleged breach is not reasonably susceptible to cure,
or such circumstances or breach have not been 



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satisfactorily
cured within such fifteen (15) day cure period, such breach will thereupon constitute "Cause" hereunder. 




 
 

           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.    For purposes of this Agreement, "Good
Reason" will mean any of the following to which the Employee will not consent in writing: (a) a reduction in the Employee's Base Salary; (b) a
relocation of the Employee's primary place of employment to a location more than 50 miles from Pittsburgh, Pennsylvania; or (c) any material reduction in the Employee's title, authority or
responsibilities as President and Chief Executive Officer of the Company and Linn Energy. 




 
 

           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 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 (the "Disability
Effective Date"), 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 determination by a physician selected by the Company 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. 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. 


6.     Compensation of the Employee upon Termination.  


 
 
        6.1    Death.     If the Employee's employment under this Agreement is terminated by reason of his death, the
Company will 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, the amount of (a) the Employee's accrued but unpaid Base Salary through
the Termination Date paid in a 


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lump
sum within thirty (30) days following the Termination Date, (b) any accrued but unpaid Bonus, which Bonus will be payable at such time as the bonuses of other executive officers of
the Company are payable, (c) a pro rata portion of any Bonus for the fiscal year in which the Termination Date occurs, payable at such time as bonuses for the annual period are paid to other
executive officers of the Company, determined by multiplying the Employee's target Bonus for such period 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 ("Pro Rata
Bonus"), and (d) any other amounts that may be reimbursable by the Company to the Employee as expressly provided under this Agreement paid 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. Without limiting the generality of the
foregoing, any rights the Employee's beneficiary may have to the proceeds of any life insurance arrangement set forth in Section 4.3 will be in lieu of any special
entitlement to severance pay or benefits upon the Employee's death. 


 
 

           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 and participate in applicable employee benefit plans or programs of the Company (on an equivalent basis to 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 will receive (a) the Employee's accrued but unpaid Base Salary through the Termination Date paid in a lump sum within thirty (30) days following the
Termination Date, (b) any accrued but unpaid Bonus, which Bonus will be payable at such time as the bonuses of other executive officers of the Company are payable, (c) the Employee's
Pro-Rata Bonus, payable at such time as bonuses for the annual period are paid to other executive officers of the Company, and (d) any other amounts that may be reimbursable by the
Company to the Employee as expressly provided under this Agreement paid 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. 


 
 

           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 Base Salary through the Termination Date paid in a lump sum within thirty (30) days following the Termination Date, (b) any accrued
but unpaid Bonus, which Bonus will be payable at such time as the bonuses of other executive officers of the Company are payable, and (c) any other amounts that may be reimbursable by the
Company to the Employee as expressly provided under this Agreement paid 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. 


 
 

          6.4    By the Employee for Good Reason or the Company other than for 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 or more than one (1) year after the occurrence of a Change of Control (as
defined below) the Company terminates the Employee's employment 



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without
Cause, or the Employee terminates his employment for Good Reason, then the Employee will be entitled to the following benefits (the "Severance
Benefits"): 



          (i)  an
amount equal to (a) the Employee's accrued but unpaid Base Salary through the Termination Date paid in a lump sum within thirty (30) days following the
Termination Date, (b) any accrued but unpaid Bonus, which Bonus will be payable at such time as the bonuses of other executive officers of the Company are payable, and (c) any other
amounts that may be reimbursable by the Company to the Employee as expressly provided under this Agreement paid in a lump sum within thirty (30) days following the Termination Date; 


         (ii)  twenty-four
(24) monthly payments each in an amount equal to one-twelfth (1/12) of the Employee's annual Base Salary at
the highest rate in effect at any time during the thirty-six (36)-month period prior to the Termination Date, commencing with the calendar month immediately following the calendar month in
which the Termination Date occurs, it being agreed that for purposes hereof, the Employee's Base Salary during the first twelve (12) months following the Effective Date will be deemed to be
$250,000; 


        (iii)  a
cash amount equal to the Employee's Pro-Rata Bonus for the fiscal year in which the Termination Date occurs, payable at such time as bonuses for the
annual period are paid to other executive officers of the Company; and 


        (iv)  the
Company will pay the full cost of the Employee's COBRA continuation coverage for such period, as such coverage is required to be continued under applicable law;
provided, however, that, notwithstanding the foregoing, the benefits described in this Section 6.4(a)(iv) may be discontinued prior to the end of the period
provided in this subsection (iv) to the extent, but only to the extent, that the Employee receives substantially similar benefits from a subsequent employer
("COBRA Benefit"). 




        (b)    Change of Control Benefits.    Subject to the provisions of Section 6.4(d),
if within the one (1)-year period following the occurrence of a Change of Control, the Company terminates the Employee's employment without Cause, or the Employee terminates his employment
for Good Reason, then, in lieu of the Severance Benefits under Section 6.4(a), the Employee will be entitled to benefits (the
"Change of Control Benefits") identical to those set forth in Section 6.4(a) except
that the amount described in clause (ii) will be equal to thirty-six (36) monthly payments and will be paid in a lump sum within thirty (30) days following the
Termination Date. 


        (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 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: (A) any acquisition directly from Linn Energy, (B) any acquisition by Linn Energy, (C) any acquisition by any employee benefit plan (or related trust)
sponsored or maintained by Linn Energy or any affiliated company, (D) 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) or (E) any
acquisition of shares held by Quantum Energy Partners II, LP or from Linn Energy arising out of or in connection with an IPO of Linn Energy's securities; 




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         (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 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 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 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, 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.    



          (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 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. If the Employee fails or otherwise 




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refuses
to execute a Release within a reasonable time after the Company's request to do so, and in all events 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 takes 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. 


 
 

           6.7    Additional Payments by the Company.     Notwithstanding anything in this Agreement to the contrary,
in the event that any benefits payable or otherwise provided under this Agreement would be
 



        (a)   subject
to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the
"Code"), (such excise tax referred to in this Agreement as the "Excise
Tax"), then the Board may, in its sole discretion, provide for the payment of, or otherwise reimburse the Employee for, an amount up to such Excise Tax and any
related taxes, fees or penalties thereon as the Board may consider to be customary and appropriate for a comparable public company; or 


        (b)   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. 



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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 and for a period of two (2) years after the Termination Date, to hold in the strictest
confidence all Confidential Information, and not to, 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 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 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. 


9







 

 
 

           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 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; 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 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. 




        (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
shareholder, officer, director, licensor, lender, lessor or in any other individual or representative capacity: 



          (i)  during
the one-year period following the Termination Date, in any business or activity which is engaged in leasing, acquiring, exploring, producing,
gathering or marketing hydrocarbons and related products within (A) any county or parish in which the Company owns any oil and gas interests or conducts operations on the Termination Date or in
which the Company has owned any oil and gas interests or conducted operations at any time during the six months immediately preceding the Termination Date or (B) any county or parish adjacent
to any county or parish described in clause (A); and 


         (ii)  during
the two-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-month period following such Termination Date; provided that, this subsection (ii) 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
5% of such company's outstanding securities, and (B) the 




10








 





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 this Section 7.3 and such covenants will not be enforceable against the Employee from and after the date that the Employee's employment is terminated
within one (1) year after a Change of Control. 




 
 

          7.4    Non-Solicitation.     During the Employment Term and for a period of twenty-four (24) months
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), 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, (a) any person who is employed by the Company or its direct or
indirect subsidiaries (including any independent sales representatives or organizations), or (b) any client or customer of the Company or its direct or indirect subsidiaries. 


 
 

           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, 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. To the
extent that the Company seeks a temporary restraining order (but not a preliminary or permanent injunction), the Employee agrees that a temporary restraining order may be obtained  ex parte. 


11







 

 
 

           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 year prior to the date on which the Employee engages in that activity may be rescinded within one 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 Set-Off.    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 set-off in whole or in part, if the
Company does not recover by means of set-off 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) 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. 


 
 

           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 


12







 

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 embodies the entire understanding of the parties hereof, and,
upon the Effective Date, will supersede all other oral or written agreements or
understandings between them regarding the subject matter hereof. 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. 


 
 

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


 
 

          8.5    Consent to Jurisdiction and Service of Process.     



        (a)    Section 7 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 Section 7, the Company and the Employee agree and consent
to the personal jurisdiction of the state and local courts of Allegheny County, Pennsylvania and/or the United States District Court for the Western District of Pennsylvania for resolution of the
dispute, controversy or claim, and that those courts, and only those courts, will have jurisdiction to determine any dispute, controversy or claim related to, arising under or in connection with
Section 7 of 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)    Disputes Other Than Under Section 7.    In the event of any dispute relating to this Agreement, other
than a dispute relating solely to Section 7, the parties will use their best efforts to settle the dispute, claim, question, or disagreement. To this effect, they
will consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. If such a dispute cannot
be settled through negotiation, the parties agree first to try in good faith to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation
Rules before resorting to arbitration, litigation, or some other dispute resolution procedure. If the parties do not reach such solution through negotiation or mediation within a period of sixty
(60) days, then, upon notice by either party to the other, all disputes, claims, questions, or differences will be finally settled by arbitration administered by the American Arbitration
Association in accordance with the provisions of its Commercial Arbitration Rules. The arbitrator will be selected by agreement of the parties or, if they do not agree on an arbitrator within thirty
(30) days after either party has notified the other of his or its desire to have the question settled by arbitration, then the arbitrator will be selected pursuant to the procedures of the
American Arbitration Association (the "AAA") in Pittsburgh, Pennsylvania. The determination reached in such arbitration
will be final
and binding on all parties. Enforcement of the determination by such arbitrator may be sought in any court of competent jurisdiction. Unless otherwise agreed by the parties, any such arbitration will
take place in Pittsburgh, Pennsylvania, and will be conducted in accordance with the Commercial Arbitration Rules of the AAA. 




 
 

           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. 


13







 

 
 

           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, to: 


Attn:
Chairman of the Board

Linn Energy, L.L.C.

Southmark Employee Suites, Suite 100

1700 North Highland Road

Pittsburgh, Pennsylvania 15241 


to
the Employee, to: 



Michael
C. Linn

Southmark Employee Suites, Suite 100

1700 North Highland Road

Pittsburgh, Pennsylvania 15241 





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 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: (i) he
has full power, authority and capacity to execute and deliver this Agreement, and to
perform his obligations hereunder, (ii) 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 (iii) this Agreement is his valid and binding obligation, enforceable in accordance with its terms. 


14







 

9.     Registration Rights. 



        9.1   Following
the earlier to occur of eighteen (18) months following the IPO or the date on which Quantum Energy Partners II, LP holds less than fifty percent
(50%) of the number of Units held by it immediately following the IPO (the "Registration Rights Effective Date"), the
Employee will have the registration rights set forth in Section 9.2. 


        9.2   If
at any time after the Registration Rights Effective Date Linn Energy proposes to file a registration statement (including a shelf registration statement) for the sale
of Units to the public for its own account or for the account of any Unitholder, then the Employee will be entitled to request inclusion of all Units held by him that have not been issued pursuant to
an effective registration statement ("Registrable Securities") in accordance with and subject to terms and provisions
substantially identical to the piggyback registration rights of the Class Q Members in Article 6 of the Stakeholders' Agreement dated as of June 2, 2005, by and among Linn Energy,
Quantum Energy Partners II, LP, Clark Partners I, L.P., Kings Highway Investment, LLC, Wauwinet Energy Partners, LLC, the Employee, Roland P. Keddie and Gerald W. Merriam.
Notwithstanding the foregoing, in the event of a reduction in the number of Units eligible to be included in an underwritten offering as provided in Section 6.4(b) of the Stakeholders'
Agreement, the Employee acknowledges and agrees that any Units he requests be included in such an offering will be reduced or eliminated first before any reduction in Units is made as provided in
Section 6.4(b) of the Stakeholders' Agreement. 


        9.3   Any
Registrable Security held by the Employee will cease to be a Registrable Security hereunder when (i) a registration statement covering such Registrable
Security has been declared effective by the United States Securities and Exchange Commission and such Registrable Security has been sold or disposed of pursuant to such effective registration
statement; (ii) such Registrable Security has been disposed of pursuant to any section of Rule 144 (or any similar provision then in force under the Securities Act of 1933, as amended,
and the rules and regulations of the SEC promulgated thereunder); or (c) such Registrable Security is held by Linn Energy or one of its subsidiaries. 



[Signature page follows]


15







 

        IN
WITNESS WHEREOF, the parties have duly executed this Agreement as of December 14, 2005, but effective as of the Effective Date. 



	 	 	LINN OPERATING, INC.
	

 	
 	

By:	
 	

/s/  KOLJA ROCKOV      

	 	 	Name:	 	Kolja Rockov
	 	 	Title:	 	Executive Vice President and Chief

Financial Officer
	

 	
 	
EMPLOYEE
	

 	
 	

/s/  MICHAEL C. LINN      
Michael C. Linn
	

 	
 	
For the limited purposes set forth herein:
	

 	
 	
LINN ENERGY, LLC
	

    	
 	

By:	
 	

/s/  MICHAEL C. LINN      

	    	 	Name:	 	Michael C. Linn

	    	 	Title:	 	President and Chief Executive Officer





16









 
 

EXHIBIT A    
    
    APPROVED OUTSIDE ACTIVITIES AS OF EFFECTIVE DATE  
    


        Working Interest in the following: 



	•
	T &
F Exploration—Doman #1 & Power Land #1



	•
	Bucher
Exploration—Pardee #3



	•
	Stevens
Gas Company—Garton 




        Various
working interests and overriding royalty interests in numerous wells with North Coast Energy, Great Lakes Energy Partners, Energy Development Corporation, Columbia Natural
Resources, Plains Marketing, L.P. and Mountainside Oil & Gas, 


        Limited
Partnership Interest in wells owned by Allegheny Interest as the General Partner. 


        Managing
Income from Allegheny Interest—Limited Partnership. 


        Outside
Activities other than Oil & Gas Investments: 


        1.     Current
Board Member and Vice Chairman of the Independent Petroleum Association of America. 


        2.     Current
Board Member of the Natural Gas Supply Association of America. 


        3.     Current
Board Member of the National Petroleum Council. 


        4.     Current
Board Member of the Natural Gas Council. 











QuickLinks



Exhibit 10.12

1.1 Employment; Titles; Reporting.

1.2 Duties.

1.3 Place of Employment.

3.1 Base Salary.

3.2 Annual Bonus Compensation.

3.3 Long-Term Incentive Compensation.

3.4 IPO Success Payment.

4.1 Reimbursement of Expenses.

4.2 Vacation.

4.3 Other Employee Benefits.

5.1 Death.

5.2 Termination by the Company.

5.3 Termination by the Employee.

5.4 Notice of Termination.

5.5 Disability.

6.1 Death.

6.2 Disability.

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

6.4 By the Employee for Good Reason or the Company other than for Cause.

6.5 Severance Benefits Not Includable for Employee Benefits Purposes.

6.6 Exclusive Severance Benefits.

6.7 Additional Payments by the Company.




7.1 Confidential Information.

7.2 Return of Property.

7.3 Non-Compete Obligations.

7.4 Non-Solicitation.

7.5 Assignment of Developments.

7.6 Injunctive Relief.

7.7 Adjustment of Covenants.

7.8 Forfeiture Provision.

8.1 Assignment; Successors; Binding Agreement.

8.2 Modification and Waiver.

8.3 Entire Agreement.

8.4 Governing Law.

8.5 Consent to Jurisdiction and Service of Process.

8.6 Withholding of Taxes.

8.7 Notices.

8.8 Severability.

8.9 Counterparts.

8.10 Headings.

8.11 Construction.

8.12 Capacity; No Conflicts.



EXHIBIT A APPROVED OUTSIDE ACTIVITIES AS OF EFFECTIVE DATE