Common use of Equity and Incentive Plans Clause in Contracts

Equity and Incentive Plans. (i) Prior to the Effective Time, RemainCo shall amend the RemainCo Equity and Incentive Plan to provide that, effective as of the Effective Time, for purposes of the Post-Spin RemainCo SSARs (including in determining exercisability and the post-employment exercise period), a SpinCo Employee’s continued service with a member of the SpinCo Group shall be deemed continued service with a member of the RemainCo Group. Prior to the Effective Time, RemainCo shall cause SpinCo to adopt the SpinCo Equity and Incentive Plan, effective as of the Effective Time, and shall approve, as the sole stockholder, the adoption of the SpinCo Equity and Incentive Plan. The SpinCo Equity and Incentive Plan shall provide that, for purposes of the SpinCo SSARs (including in determining the exercisability and post-employment exercise period), a RemainCo Employee’s continued service with a member of the RemainCo Group shall be deemed service with a member of the SpinCo Group. SpinCo shall grant each SpinCo RSU and SpinCo SSAR under the SpinCo Equity and Incentive Plan, which shall provide that, except as otherwise provided herein, the terms and conditions applicable to the SpinCo RSUs and SpinCo SSARs shall be on the same terms and conditions applicable to the corresponding RemainCo RSUs and RemainCo SSARs, including the terms and conditions relating to vesting and the post-termination exercise period (if applicable) (as set forth in the applicable plan, the award holder’s award agreement or the award holder’s then applicable employment agreement with the applicable member of the RemainCo Group or SpinCo Group, as applicable). (ii) Upon the exercise of a Post-Spin RemainCo SSAR or the vesting and settlement of a RemainCo RSU or a RemainCo PVRSU settled in RemainCo common stock, regardless of the holder thereof, RemainCo shall be solely responsible for the issuance of RemainCo Common Stock, and for ensuring the withholding of all applicable Taxes on behalf of the employing entity of such holder and the remittance of such withholding Taxes to the employing entity of such holder; and the employing entity shall be solely responsible for promptly remitting such withheld amounts, along with the employer’s portion of any applicable payroll Taxes due with respect to the exercise or vesting and settlement of such equity award, to the appropriate

Equity and Incentive Plans. (i) Prior to the Effective Time, RemainCo shall amend Linn, as the RemainCo Equity and Incentive Plan to provide thatsole stockholder of SpinCo, effective as of the Effective Time, for purposes of the Post-Spin RemainCo SSARs (including in determining exercisability and the post-employment exercise period), a SpinCo Employee’s continued service with a member of the SpinCo Group shall be deemed continued service with a member of the RemainCo Group. Prior to the Effective Time, RemainCo shall cause SpinCo to adopt the SpinCo Equity and Incentive Plan, and shall, in such capacity, approve its adoption to be effective as of the Effective Time, and shall approve, as the sole stockholder, the adoption of the SpinCo Equity and Incentive Plan. The SpinCo Equity and Incentive Plan shall provide that, for purposes of the SpinCo SSARs (including in determining the exercisability and post-employment exercise period), a RemainCo Employee’s continued service with a member of the RemainCo Group shall be deemed service with a member of the SpinCo Group. SpinCo shall grant each SpinCo RSU and SpinCo SSAR under the SpinCo Equity and Incentive Plan, Plan and related award agreement which shall provide that, except as otherwise provided herein, that the terms and conditions applicable to the SpinCo RSUs and SpinCo SSARs shall be on the same terms and conditions as those applicable to the corresponding RemainCo RSUs and RemainCo SSARsLinn RSUs, including the terms and conditions relating to vesting and the post-termination exercise period (if applicable) provisions (as set forth in the applicable plan, the award holder’s award agreement or the award holder’s then applicable employment agreement with the applicable member of the RemainCo Group or SpinCo Group, as applicableagreement). (ii) Upon the exercise settlement of a Post-Spin RemainCo SSAR or the vesting and settlement of a RemainCo RSU or a RemainCo PVRSU settled in RemainCo common stockLinn RSU, regardless of the holder thereof, RemainCo Linn shall be solely responsible for the issuance of RemainCo Linn Common Stock (or the payment of cash, if applicable), and for ensuring the withholding of all applicable Taxes on behalf of the employing entity of such holder and the remittance of such withholding Taxes to the employing entity of such holder; and the employing entity shall be solely responsible for promptly remitting such withheld amounts, along with the employer’s portion of any applicable payroll Taxes due with respect to the exercise or vesting and settlement of such equity award, to the appropriate governmental entity. In order to ensure the proper amount of all applicable Taxes is withheld with respect to the settlement of Post-Spin Linn RSUs held by current or former SpinCo employees, SpinCo shall have a reasonable opportunity to review and, if necessary, request that Linn adjust the proposed withholding amount, which request Linn shall honor absent manifest error on SpinCo’s part. After the Effective Time and following the settlement of all Post-Spin Linn RSUs, the Linn Equity and Incentive Plan shall be terminated. (iii) Upon the settlement of a SpinCo RSU, regardless of the holder thereof, SpinCo shall be solely responsible for the issuance of SpinCo Common Stock, and for ensuring the withholding of all applicable Taxes on behalf of the employing entity of such holder and the remittance of such withholding Taxes to the employing entity of such holder; and the employing entity shall be solely responsible for promptly remitting such withheld amounts, along with the employer’s portion of any applicable payroll Taxes due with respect to the exercise or vesting and settlement of such equity award, to the appropriateappropriate governmental entity. In order to ensure that the proper amount of all applicable Taxes is withheld with respect to the settlement of SpinCo RSUs held by current or former Linn employees, Linn shall have a reasonable opportunity to review and, if necessary, request that SpinCo adjust the proposed withholding amount, which request SpinCo shall honor absent manifest error on Linn’s part. (iv) Notwithstanding anything to the contrary contained herein, the provisions of this Section 3.7(b) shall be applied in a manner consistent with Code Section 409A and shall be modified, without the requirement of any further action by SpinCo or Linn, to the extent necessary to comply with Code Section 409A.

Equity and Incentive Plans. (i) Prior to the Effective Time, RemainCo shall amend Linn, as the RemainCo Equity and Incentive Plan to provide thatsole stockholder of SpinCo, effective as of the Effective Time, for purposes of the Post-Spin RemainCo SSARs (including in determining exercisability and the post-employment exercise period), a SpinCo Employee’s continued service with a member of the SpinCo Group shall be deemed continued service with a member of the RemainCo Group. Prior to the Effective Time, RemainCo shall cause SpinCo to adopt the SpinCo Equity and Incentive Plan, and shall, in such capacity, approve its adoption to be effective as of the Effective Time, and shall approve, as the sole stockholder, the adoption of the SpinCo Equity and Incentive Plan. The SpinCo Equity and Incentive Plan shall provide that, for purposes of the SpinCo SSARs (including in determining the exercisability and post-employment exercise period), a RemainCo Employee’s continued service with a member of the RemainCo Group shall be deemed service with a member of the SpinCo Group. SpinCo shall grant each SpinCo RSU and SpinCo SSAR under the SpinCo Equity and Incentive Plan, Plan and related award agreement which shall provide that, except as otherwise provided herein, the terms and conditions applicable to the SpinCo RSUs and SpinCo SSARs shall be on the same terms and conditions as those applicable to the corresponding RemainCo RSUs and RemainCo SSARsLinn RSUs, including the terms and conditions relating to vesting and the post-termination exercise period (if applicable) provisions (as set forth in the applicable plan, the award holder’s award agreement or the award holder’s then applicable employment agreement). The SpinCo Equity and Incentive Plan and/or award agreement shall provide that, for purposes of time-based vesting of SpinCo RSUs, a Linn employee’s continued service with the applicable a member of the RemainCo Linn Group or shall be deemed service with a member of the SpinCo Group, as applicable). (ii) Upon the exercise settlement of a Post-Spin RemainCo SSAR or the vesting and settlement of a RemainCo RSU or a RemainCo PVRSU settled in RemainCo common stockLinn RSU, regardless of the holder thereof, RemainCo Linn shall be solely responsible for the issuance of RemainCo Linn Common Stock (or the payment of cash, if applicable), and for ensuring the withholding of all applicable Taxes on behalf of the employing entity of such holder and the remittance of such withholding Taxes to the employing entity of such holder. In order to ensure the proper amount of all applicable Taxes is withheld with respect to the settlement of Post-Spin Linn RSUs held by current or former SpinCo employees, SpinCo shall have a reasonable opportunity to review and, if necessary, request that Linn adjust the proposed withholding amount, which request Linn shall honor absent manifest error on SpinCo’s part. After the Effective Time and following the settlement of all Post-Spin Linn RSUs, the Linn Equity and Incentive Plan shall be terminated. (iii) Upon the settlement of a SpinCo RSU, regardless of the holder thereof, SpinCo shall be solely responsible for the issuance of SpinCo Common Stock, and for ensuring the withholding of all applicable Taxes on behalf of the employing entity of such holder and the remittance of such withholding Taxes to the employing entity of such holder; and . In order to ensure that the employing entity shall be solely responsible for promptly remitting such proper amount of all applicable Taxes is withheld amounts, along with the employer’s portion of any applicable payroll Taxes due with respect to the exercise or vesting and settlement of such equity awardSpinCo RSUs held by current or former Linn employees, Linn shall have a reasonable opportunity to review and, if necessary, request that SpinCo adjust the proposed withholding amount, which request SpinCo shall honor absent manifest error on Linn’s part. (iv) Notwithstanding anything to the contrary contained herein, the provisions of this Section 3.7(b) shall be applied in a manner consistent with Code Section 409A and shall be modified, without the requirement of any further action by SpinCo or Linn, to the appropriateextent necessary to comply with Code Section 409A.

Equity and Incentive Plans. (i) Prior to the Effective Time, RemainCo shall amend the RemainCo Equity and Incentive Plan to provide that, effective as of the Effective Time, for purposes of the Post-Spin RemainCo Options and Post-Spin RemainCo SSARs (including in determining exercisability and the post-employment exercise period), a SpinCo Employee’s continued service with a member of the SpinCo Group shall be deemed continued service with a member of the RemainCo Group. Prior to the Effective Time, RemainCo shall cause SpinCo to adopt the SpinCo Equity and Incentive Plan, effective as of the Effective Time, and shall approve, as the sole stockholder, the adoption of the SpinCo Equity and Incentive Plan. The SpinCo Equity and Incentive Plan shall provide that, for purposes of the SpinCo Options and SpinCo SSARs (including in determining the exercisability and post-employment exercise period), a RemainCo Employee’s continued service with a member of the RemainCo Group shall be deemed service with a member of the SpinCo Group. SpinCo shall grant each SpinCo Option, SpinCo RSU and SpinCo SSAR under the SpinCo Equity and Incentive Plan, which shall provide that, except as otherwise provided herein, the terms and conditions applicable to the SpinCo Options, SpinCo RSUs and SpinCo SSARs shall be on the same terms and conditions applicable to the corresponding RemainCo Options, RemainCo RSUs and RemainCo SSARs, including the terms and conditions relating to vesting and the post-termination exercise period (if applicable) (as set forth in the applicable plan, the award holder’s award agreement or the award holder’s then applicable employment agreement with the applicable member of the RemainCo Group or SpinCo Group, as applicable). (ii) Upon the exercise of a Post-Spin RemainCo SSAR or the vesting and settlement of a RemainCo RSU Option or a Post-Spin RemainCo PVRSU settled in RemainCo common stockSSAR, regardless of the holder thereof, RemainCo shall be solely responsible for the issuance of RemainCo Common Stock, and for ensuring the withholding of all applicable Taxes on behalf of the employing entity of such holder and the remittance of such withholding Taxes to the employing entity of such holder; . In order to ensure the proper amount of all applicable Taxes is withheld with respect to Post-Spin RemainCo Options and Post-Spin RemainCo SSARs exercised by current or former SpinCo Employees, SpinCo shall have a reasonable opportunity to review and, if necessary, request that RemainCo adjust the employing entity proposed withholding amount, which request RemainCo shall honor absent manifest error on SpinCo’s part. Upon the exercise of a SpinCo Option or a SpinCo SSAR, regardless of the holder thereof, SpinCo shall be solely responsible for promptly remitting the issuance of SpinCo Common Stock, and for ensuring the withholding of all applicable Taxes on behalf of the employing entity of such holder and the remittance of such withholding Taxes to the employing entity of such holder. In order to ensure the proper amount of all applicable Taxes is withheld amounts, along with the employer’s portion of any applicable payroll Taxes due with respect to SpinCo Options and SpinCo SSARs exercised by current or former RemainCo Employees, RemainCo shall have a reasonable opportunity to review and, if necessary, request that SpinCo adjust the exercise proposed withholding amount, which request SpinCo shall honor absent manifest error on RemainCo’s part. (iii) Notwithstanding anything to the contrary contained herein, the provisions of this Section 3.01(e) shall be applied in a manner consistent with Code Section 409A and shall be modified, without the requirement of any further action by SpinCo or vesting and settlement of such equity awardRemainCo, to the appropriateextent necessary to comply with Code Section 409A.