Common use of Additional Payments by the Company Clause in Contracts

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 040707, 000014, 102625696.2 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.

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 040707, 000014, 102625696.2 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.

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 040707, 000014, 102625696.2 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 040707, 000014, 102625747.2 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 (but not the amount or value thereof) as it deems reasonably 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; or (c) in the event that any benefits payable or otherwise provided under this Agreement would be subject to penalty and interest under Section 409A of this Code, then Company shall provide for the payment of, or otherwise reimburse the Employee for, an amount equal to such penalty and interest, and any related taxes, fees or penalties thereon. 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.

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 040707, 000014, 102625696.2 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 040707, 000014, 102625617.2 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; or (c) in the event that any benefits payable or otherwise provided under this Agreement would be subject to the penalty and interest under Section 409A of the Code, the Company shall provide for the payment of, or otherwise reimburse the Employee for, an amount equal to such penalty and interest, and any related taxes, fees or penalties thereon. 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.

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 040707, 000014, 102625696.2 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 040707, 000014, 102625786.2 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 her 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.

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 040707, 000014, 102625696.2 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.