Common use of Non-Compete Obligations During Employment Term Clause in Contracts

Non-Compete Obligations During Employment Term. The Employee agrees that during the Employment Term: (A) the Employee will not, other than through the Related Parties, unless approved in writing by a majority of the Board, 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, or producing, gathering or marketing hydrocarbons and related products (“Competing Business”), unless set forth on the approved activities list on Exhibit A; and (B) all investments made directly or indirectly by the Employee (whether in Employee’s own name or in the name of any family members or other nominees or made by the Employee’s controlled affiliates) in a Competing Business will be made solely through the Related Parties, unless approved in writing by a majority of the Board or unless such activity is set forth on Exhibit A; and the Employee will not directly or indirectly through any family members or other person or entity and will not permit any of Employee’s controlled affiliates to: (I) invest or otherwise participate alongside the Related Parties in any Business Opportunities relating to or arising from a Competing Business, or (II) invest or otherwise participate in any business or activity relating to or arising from a Competing Business, regardless of whether any of the Related Parties ultimately participates in such business or activity, in either case, except through the Related Parties, unless approved in writing by a majority of the Board or unless such activity is set forth on Exhibit A. Notwithstanding the foregoing, for purposes of Section 10(c), prohibitions on actions of a “family member” will not include (x) actions with respect to which the Employee has no reasonable expectation of a material benefit or (y) persons who are not in the Employee’s immediate family or with respect to whom the Employee exercises no reasonable control.

Non-Compete Obligations During Employment Term. The (a) Except as set forth in subsection (b) of this Section 9 and in the Disclosure Schedule, Employee agrees that during the Employment Term: : (Ai) the Employee will not, other than through the Related Parties, unless approved in writing by a majority of the BoardCompany, engage or participate in any manner, whether directly or indirectly, indirectly through any family member Family Member or as an employee, employer, consultant, agent, principal, partner, more than one five percent shareholderequity-holder, 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, or producing, gathering or marketing hydrocarbons and related products products; and (“Competing Business”), unless set forth on the approved activities list on Exhibit A; and (Bii) all investments made directly or indirectly by the Employee (whether in Employee’s own name or in the name of any family members or other nominees Family Members or made by any Controlled Affiliates, as defined below), which relate to the Employee’s controlled affiliates) in a Competing Business will lease, acquisition, exploration, production, gathering or marketing of hydrocarbons and related products shall be made solely through the Related Parties, unless approved in writing by a majority of the Board or unless such activity is set forth on Exhibit ACompany; and the Employee will not (directly or indirectly through any family members or other person or entity Family Members), and will not permit any of Employee’s controlled affiliates Controlled Affiliate to: (IA) invest or otherwise participate alongside the Related Parties Company in any Business Opportunities relating to or arising from a Competing BusinessOpportunities, or (IIB) invest or otherwise participate in any business or activity relating to or arising from a Competing BusinessBusiness Opportunity, regardless of whether any of the Related Parties Company ultimately participates in such business or activity. For purposes hereof, “Controlled Affiliates” are entities in either casewhich Employee and Employee’s Family Members collectively own, except through the Related Partiesdirectly or indirectly, unless approved in writing by a majority of the Board equity or unless such activity is set forth on Exhibit A. Notwithstanding the foregoing, for purposes voting interests. The restrictions of this Section 10(c), prohibitions on actions of a “family member” will 9(a) do not include (x) actions with respect apply to which the Employee has no reasonable expectation of a material benefit or (y) persons who are not purely passive investments in companies in the energy industry provided such investments do not exceed five percent of the outstanding equity securities of the applicable company. (b) Employee represents that neither Employee nor his Controlled Affiliates or his “Family Members” (defined as Employee’s immediate family spouse and minor children living in Employee’s household) own any investments or with respect interests which relate to whom the lease, acquisition, exploration, production, gathering or marketing of hydrocarbons and related products, other than Employee’s interest in the Disclosed Assets. This paragraph shall not apply to, and Employee exercises no reasonable controlshall be entitled to hold and acquire purely passive investments in companies in the energy industry provided such investments do not exceed five percent of the outstanding equity securities of the applicable company.

Non-Compete Obligations During Employment Term. The the Employee agrees that during the Employment Term: : (Ai) the Employee will not, other than through the Related Parties, unless approved in writing by a majority of the BoardCompany, engage or participate in any manner, whether directly or indirectly, indirectly through any family member or as an employeeEmployee, employer, consultant, agent, principal, partner, more than one percent (1%) 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, or producing, gathering or marketing hydrocarbons and related products (“Competing Business”), unless ; provided that the foregoing shall not be deemed to restrain the participation by the Employee’s spouse in any capacity set forth on above in any business or activity engaged in any such activity and provided further that the approved activities list on Exhibit ACompany may, in good faith, take such reasonable action with respect to the Employee’s performance of his duties, responsibilities and authorities as set forth in Sections 1.1 and 1.2 of this Agreement as it deems necessary and appropriate to protect its legitimate business interests with respect to any actual or apparent conflict of interest reasonably arising from or out of the participation by Employee’s spouse in any such competitive business or activity; and and (Bii) all investments made directly or indirectly by the Employee (whether in Employee’s his own name or in the name of any family members or other nominees or made by the Employee’s controlled affiliates) in a Competing Business ), which relate to the leasing, acquisition, exploration, production, gathering or marketing of hydrocarbons and related products will be made solely through the Related PartiesCompany, unless other than as may be approved in writing by a majority of the Board or unless such activity is set forth on Exhibit Aof Directors; and the Employee will not (directly or indirectly through any family members or other person or entity persons), and will not permit any of Employee’s his controlled affiliates to: (IA) invest or otherwise participate alongside the Related Parties Company or its direct or indirect subsidiaries in any Business Opportunities relating to or arising from a Competing Business(as defined below), or (IIB) invest or otherwise participate in any business or activity relating to or arising from a Competing BusinessBusiness Opportunity, regardless of whether any of the Related Parties Company or its direct or indirect subsidiaries ultimately participates in such business or activity, in either case, except through the Related Parties, unless approved in writing by a majority of the Board or unless such activity is set forth on Exhibit A. Company. Notwithstanding the foregoing, for purposes nothing in this Section 7.3 shall be deemed to prohibit the Employee or any family member from owning, or otherwise having an interest in, less than one percent (1%) of Section 10(c)any publicly owned entity or three percent (3%) or less of any private equity fund or similar investment fund that invests in any business or activity engaged in any of the activities set forth above, prohibitions on actions of a “family member” will not include (x) actions provided that Employee has no active role with respect to which the Employee has no reasonable expectation of a material benefit or (y) persons who are not any investment by such fund in the Employee’s immediate family or with respect to whom the Employee exercises no reasonable controlany entity.

Non-Compete Obligations During Employment Term. The Employee agrees that during the Employment Term: : (Aa) the Employee will not, other than through the Related Parties, unless approved in writing by a majority of the BoardCompany, engage or participate in any manner, whether directly or indirectly, indirectly through any family member or as an employee, employer, consultant, agent, principal, partner, more than one percent 1% 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, or producing, gathering or marketing hydrocarbons and related products (“Competing Business”), unless products; provided that the foregoing shall not be deemed to restrain the participation by the Employee’s spouse in any capacity set forth on above in any business or activity engaged in any such activity and provided further that Linn Energy or the approved activities list on Exhibit ACompany may, in good faith, take such reasonable action with respect to the Employee’s performance of the Employee’s duties, responsibilities and authorities as set forth in Sections 1.1 and 1.2 of this Agreement as it deems necessary and appropriate to protect its legitimate business interests with respect to any actual or apparent conflict of interest reasonably arising from or out of the participation by the Employee’s spouse in any such competitive business or activity; and and (Bb) all investments made directly or indirectly by the Employee (whether in the Employee’s own name or in the name of any family members or other nominees or made by the Employee’s controlled affiliates) in a Competing Business ), which relate to the leasing, acquisition, exploration, production, gathering or marketing of hydrocarbons and related products will be made solely through the Related Parties, unless approved in writing by a majority of the Board or unless such activity is set forth on Exhibit ACompany; and the Employee will not (directly or indirectly through any family members or other person or entity persons), and will not permit any of the Employee’s controlled affiliates to: (Ii) invest or otherwise participate alongside the Related Parties Company or its direct or indirect subsidiaries in any Business Opportunities relating to or arising from a Competing BusinessOpportunities, or (IIii) invest or otherwise participate in any business or activity relating to or arising from a Competing BusinessBusiness Opportunity, regardless of whether any of the Related Parties Company or its direct or indirect subsidiaries ultimately participates in such business or activity, in either case, except through the Related Parties, unless approved in writing by a majority of the Board or unless such activity is set forth on Exhibit A. Company. Notwithstanding the foregoing, for purposes nothing in this Section 7.3 shall be deemed to prohibit the Employee or any family member from owning, or otherwise having an interest in, less than 1% of Section 10(c)any publicly owned entity or 3% or less of any private equity fund or similar investment fund that invests in any business or activity engaged in any of the activities set forth above, prohibitions on actions of a “family member” will not include (x) actions with respect to which provided that the Employee has no reasonable expectation of a material benefit or (y) persons who are not in the Employee’s immediate family or active role with respect to whom the Employee exercises no reasonable controlany investment by such fund in any entity.

Non-Compete Obligations During Employment Term. The Employee agrees that during the Employment Term: : (Ai) the Employee will not, other than through the Related Parties, unless approved in writing by a majority of the BoardCompany, engage or participate in any manner, whether directly or indirectly, indirectly through any family member or as an employee, employer, consultant, agent, principal, partner, more than one percent 1% 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, or producing, gathering or marketing hydrocarbons and related products (“Competing Business”), unless products; provided that the foregoing shall not be deemed to restrain the participation by the Employee’s spouse in any capacity set forth on above in any business or activity engaged in any such activity and provided further that Linn Energy or the approved activities list on Exhibit ACompany may, in good faith, take such reasonable action with respect to the Employee’s performance of the Employee’s duties, responsibilities and authorities as set forth in Sections 1.1 and 1.2 of this Agreement as it deems necessary and appropriate to protect its legitimate business interests with respect to any actual or apparent conflict of interest reasonably arising from or out of the participation by the Employee’s spouse in any such competitive business or activity; and and (Bii) all investments made directly or indirectly by the Employee (whether in the Employee’s own name or in the name of any family members or other nominees or made by the Employee’s controlled affiliates) in a Competing Business ), which relate to the leasing, acquisition, exploration, production, gathering or marketing of hydrocarbons and related products will be made solely through the Related Parties, unless approved in writing by a majority of the Board or unless such activity is set forth on Exhibit ACompany; and the Employee will not (directly or indirectly through any family members or other person or entity persons), and will not permit any of the Employee’s controlled affiliates to: (IA) invest or otherwise participate alongside the Related Parties Company or its direct or indirect subsidiaries in any Business Opportunities relating to or arising from a Competing BusinessOpportunities, or (IIB) invest or otherwise participate in any business or activity relating to or arising from a Competing BusinessBusiness Opportunity, regardless of whether any of the Related Parties Company or its direct or indirect subsidiaries ultimately participates in such business or activity, in either case, except through the Related Parties, unless approved in writing by a majority of the Board or unless such activity is set forth on Exhibit A. Company. Notwithstanding the foregoing, for purposes nothing in this Section 7.3 shall be deemed to prohibit the Employee or any family member from owning, or otherwise having an interest in, less than 1% of Section 10(c)any publicly owned entity or 3% or less of any private equity fund or similar investment fund that invests in any business or activity engaged in any of the activities set forth above, prohibitions on actions of a “family member” will not include (x) actions with respect to which provided that the Employee has no reasonable expectation of a material benefit or (y) persons who are not in the Employee’s immediate family or active role with respect to whom the Employee exercises no reasonable controlany investment by such fund in any entity.

Non-Compete Obligations During Employment Term. The Employee agrees that during the Employment Term: : (Ai) the Employee will not, other than through the Related Parties, unless approved in writing by a majority of the Boardindependent members of the Board of Directors, engage or participate in any manner, whether directly or indirectly, 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, or producing, gathering or marketing hydrocarbons and related products (“Competing Business”)products, unless set forth on the approved activities list on Exhibit A; and and (Bii) all investments made directly or indirectly by the Employee (whether in Employee’s his own name or in the name of any family members or other nominees or made by the Employee’s 's controlled affiliates) in a Competing Business ), which relate to the leasing, acquisition, exploration, production, gathering or marketing of hydrocarbons and related products will be made solely through the Related Parties, unless approved in writing by a majority of the independent members of the Board of Directors or unless such activity is set forth on Exhibit A; and the Employee will not (directly or indirectly through any family members or other person or entity persons), and will not permit any of Employee’s his controlled affiliates to: (IA) invest or otherwise participate alongside the Related Parties in any Business Opportunities relating to or arising from a Competing BusinessOpportunities, or (IIB) invest or otherwise participate in any business or activity relating to or arising from a Competing BusinessBusiness Opportunity, regardless of whether any of the Related Parties ultimately participates in such business or activity, in either case, except through the Related Parties, unless approved in writing by a majority of the independent members of the Board of Directors or unless such activity is set forth on Exhibit A. Notwithstanding the foregoing, for purposes of Section 10(c), prohibitions on actions of a “family member” will not include (x) actions with respect to which the Employee has no reasonable expectation of a material benefit or (y) persons who are not in the Employee’s immediate family or with respect to whom the Employee exercises no reasonable control.A.

Non-Compete Obligations During Employment Term. The Employee agrees that during the Employment Term: : (Ai) the Employee will not, other than through the Related Parties, unless approved in writing by a majority of the BoardCompany, engage or participate in any manner, whether directly or indirectly, indirectly through any family member or as an employee, employer, consultant, agent, principal, partner, more than one percent (1%) 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, or producing, gathering or marketing hydrocarbons and related products (“Competing Business”), unless products; provided that the foregoing shall not be deemed to restrain the participation by the Employee’s spouse in any capacity set forth on above in any business or activity engaged in any such activity and provided further that the approved activities list on Exhibit ACompany may, in good faith, take such reasonable action with respect to the Employee’s performance of his duties, responsibilities and authorities as set forth in Sections 1.1 and 1.2 of this Agreement as it deems necessary and appropriate to protect its legitimate business interests with respect to any actual or apparent conflict of interest reasonably arising from or out of the participation by Employee’s spouse in any such competitive business or activity; and and (Bii) all investments made directly or indirectly by the Employee (whether in Employee’s his own name or in the name of any family members or other nominees or made by the Employee’s controlled affiliates) in a Competing Business ), which relate to the leasing, acquisition, exploration, production, gathering or marketing of hydrocarbons and related products will be made solely through the Related PartiesCompany, unless other than as may be approved in writing by a majority of the Board or unless such activity is set forth on Exhibit Aof Directors; and the Employee will not (directly or indirectly through any family members or other person or entity persons), and will not permit any of Employee’s his controlled affiliates to: (IA) invest or otherwise participate alongside the Related Parties Company or its direct or indirect subsidiaries in any Business Opportunities relating to or arising from a Competing Business(as defined below), or (IIB) invest or otherwise participate in any business or activity relating to or arising from a Competing BusinessBusiness Opportunity, regardless of whether any of the Related Parties Company or its direct or indirect subsidiaries ultimately participates in such business or activity, in either case, except through the Related Parties, unless approved in writing by a majority of the Board or unless such activity is set forth on Exhibit A. Company. Notwithstanding the foregoing, for purposes nothing in this Section 7.3 shall be deemed to prohibit the Employee or any family member from owning, or otherwise having an interest in, less than one percent (1%) of Section 10(c)any publicly owned entity or three percent (3%) or less of any private equity fund or similar investment fund that invests in any business or activity engaged in any of the activities set forth above, prohibitions on actions of a “family member” will not include (x) actions provided that Employee has no active role with respect to which the Employee has no reasonable expectation of a material benefit or (y) persons who are not any investment by such fund in the Employee’s immediate family or with respect to whom the Employee exercises no reasonable controlany entity.

Non-Compete Obligations During Employment Term. The Employee agrees that during the Employment Term: Term and except as provided below or as otherwise permitted by the Company (A) acting upon the instruction of the Board): a. Employee will not, other than through the Related Parties, unless approved in writing by a majority of the Board, engage or participate in any manner, whether directly or indirectly, indirectly through any family member or as an employee, employer, consultant, agent, principal, partner, more than one percent shareholder, officer, director, licensor, lender, lessor lessor, or in any other individual or representative capacity, in any business or activity which that is engaged in leasing, acquiring, exploring, developing or producing, gathering or marketing producing hydrocarbons and related products (“Competing Business”), unless set forth on the approved activities list on Exhibit Aproducts; and (B) and b. all investments made directly or indirectly by the Employee (whether in Employee’s his own name or in the name of any family members or other nominees or made by the Employee’s controlled affiliates) in a Competing Business will ), which relate to the lease, acquisition, exploration, development or production of hydrocarbons and related products shall be made solely through the Related Parties, unless approved in writing by a majority of the Board or unless such activity is set forth on Exhibit A; and the Employee will not (directly or indirectly through any family members or other person or entity members), and will not permit any of Employee’s his controlled affiliates to: (IA) invest or otherwise participate alongside the Related Parties in any Business Opportunities relating to or arising from a Competing Business, or (IIB) invest or otherwise participate in any business or activity relating to or arising from a Competing BusinessBusiness Opportunity, regardless of whether any of the Related Parties ultimately participates in such business or activity, in either case, except through the Related Parties, unless approved in writing by a majority of the Board or unless such activity is set forth on Exhibit A. Notwithstanding the foregoing, for purposes of Section 10(c), prohibitions on actions of a “family member” will ; provided that this paragraph 11 shall not include apply to (x) actions with respect to which the Employee has no reasonable expectation existing personal oil and gas investments owned by Employee, his family members and his controlled affiliates as of a material benefit or the date hereof (the “Existing Personal Investments”); (y) persons who future expenditures made by Employee and his family members and his controlled affiliates that are required to maintain, but not increase, their respective current ownership interests in the Employee’s immediate family Existing Personal Investments, excluding however, any expenditure to participate in the acquisition, exploration, or with respect to whom development of any acreage that is not currently included in the Employee exercises no reasonable controlExisting Personal Investments as of the date hereof; and (z) any opportunity that is first offered to, and subsequently declined by, the Company (acting through the Board).

Non-Compete Obligations During Employment Term. The Employee agrees that during the Employment Term: : (Ai) the Employee will not, other than through the Related Parties, unless approved in writing by a majority of the BoardCompany, engage or participate in any manner, whether directly or indirectly, indirectly through any family member or as an employee, employer, consultant, agent, principal, partner, more than one percent 1% 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, or producing, gathering or marketing hydrocarbons and related products (“Competing Business”), unless products; provided that the foregoing shall not be deemed to restrain the participation by the Employee’s spouse in any capacity set forth on above in any business or activity engaged in any such activity and provided further that Linn Energy or the approved activities list on Exhibit ACompany may, in good faith, take such reasonable action with respect to the Employee’s performance of his duties, responsibilities and authorities as set forth in Sections 1.1 and 1.2 of this Agreement as it deems necessary and appropriate to protect its legitimate business interests with respect to any actual or apparent conflict of interest reasonably arising from or out of the participation by the Employee’s spouse in any such competitive business or activity; and and (Bii) all investments made directly or indirectly by the Employee (whether in Employee’s his own name or in the name of any family members or other nominees or made by the Employee’s controlled affiliates) in a Competing Business ), which relate to the leasing, acquisition, exploration, production, gathering or marketing of hydrocarbons and related products will be made solely through the Related Parties, unless approved in writing by a majority of the Board or unless such activity is set forth on Exhibit ACompany; and the Employee will not (directly or indirectly through any family members or other person or entity persons), and will not permit any of Employee’s his controlled affiliates to: (IA) invest or otherwise participate alongside the Related Parties Company or its direct or indirect subsidiaries in any Business Opportunities relating to or arising from a Competing BusinessOpportunities, or (IIB) invest or otherwise participate in any business or activity relating to or arising from a Competing BusinessBusiness Opportunity, regardless of whether any of the Related Parties Company or its direct or indirect subsidiaries ultimately participates in such business or activity, in either case, except through the Related Parties, unless approved in writing by a majority of the Board or unless such activity is set forth on Exhibit A. Company. Notwithstanding the foregoing, for purposes nothing in this Section 7.3 shall be deemed to prohibit the Employee or any family member from owning, or otherwise having an interest in, less than 1% of Section 10(c)any publicly owned entity or 3% or less of any private equity fund or similar investment fund that invests in any business or activity engaged in any of the activities set forth above, prohibitions on actions of a “family member” will not include (x) actions with respect to which provided that the Employee has no reasonable expectation of a material benefit or (y) persons who are not in the Employee’s immediate family or active role with respect to whom the Employee exercises no reasonable controlany investment by such fund in any entity.

Non-Compete Obligations During Employment Term. The Employee agrees that during the Employment Term: (A) : i. the Employee will not, other than through the Related Parties, unless approved in writing by a majority of the BoardBoard of Directors, 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, or producing, gathering or marketing hydrocarbons and related products (“Competing Business”), unless set forth on the approved activities list on Exhibit A; and (B) and ii. all investments made directly or indirectly by the Employee (whether in Employee’s 's own name or in the name of any family members or other nominees or made by the Employee’s 's controlled affiliates) in a Competing Business will be made solely through the Related Parties, unless approved in writing by a majority of the Board of Directors or unless such activity is set forth on Exhibit A; and the Employee will not directly or indirectly through any family members or other person or entity and will not permit any of Employee’s 's controlled affiliates to: (IA) invest or otherwise participate alongside the Related Parties in any Business Opportunities relating to or arising from a Competing Business, or (IIB) invest or otherwise participate in any business or activity relating to or arising from a Competing Business, regardless of whether any of the Related Parties ultimately participates in such business or activity, in either case, except through the Related Parties, unless approved in writing by a majority of the Board of Directors or unless such activity is set forth on Exhibit A. Notwithstanding the foregoing, for purposes of Section 10(c), prohibitions on actions of a “family member” will not include (x) actions with respect to which the Employee has no reasonable expectation of a material benefit or (y) persons who are not in the Employee’s immediate family or with respect to whom the Employee exercises no reasonable control.A.

Non-Compete Obligations During Employment Term. The Employee agrees that during the Employment Term: : (Ai) the Employee will not, other than through the Related Parties, unless approved in writing by a majority of the BoardCompany, engage or participate in any manner, whether directly or indirectly, 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, or producing, gathering or marketing hydrocarbons and related products (“Competing Business”), unless products; provided that the foregoing shall not be deemed to restrain the participation by Employee’s spouse in any capacity set forth on above in any business or activity engaged in any such activity and provided further that Linn Energy may, in good faith, take such reasonable action with respect to Employee’s performance of his duties, responsibilities and authorities as set forth in Sections 1.1 and 1.2 of this Agreement as it deems necessary and appropriate to protect its legitimate business interests with respect to any actual or apparent conflict of interest reasonably arising from or out of the approved activities list on Exhibit Aparticipation by Employee’s spouse in any such competitive business or activity; and and (Bii) all investments made directly or indirectly by the Employee (whether in Employee’s his own name or in the name of any family members or other nominees or made by the Employee’s controlled affiliates) in a Competing Business ), which relate to the leasing, acquisition, exploration, production, gathering or marketing of hydrocarbons and related products will be made solely through the Related Parties, unless approved in writing by a majority of the Board or unless such activity is set forth on Exhibit ACompany; and the Employee will not (directly or indirectly through any family members or other person or entity persons), and will not permit any of Employee’s his controlled affiliates to: (IA) invest or otherwise participate alongside the Related Parties Company or its direct or indirect subsidiaries in any Business Opportunities relating to or arising from a Competing BusinessOpportunities, or (IIB) invest or otherwise participate in any business or activity relating to or arising from a Competing BusinessBusiness Opportunity, regardless of whether any of the Related Parties Company or its direct or indirect subsidiaries ultimately participates in such business or activity, in either case, except through the Related Parties, unless approved in writing by a majority of the Board or unless such activity is set forth on Exhibit A. Company. Notwithstanding the foregoing, for purposes nothing in this Section 7.3 shall be deemed to prohibit the Employee or any family member from owning, or otherwise having an interest in, less than one percent (1 %) of Section 10(c)any publicly-owned entity or three percent (3%) or less of any private equity fund or similar investment fund that invests in any business or activity engaged in any of the activities set forth above, prohibitions on actions of a “family member” will not include (x) actions provided that Employee has no active role with respect to which the Employee has no reasonable expectation of a material benefit or (y) persons who are not any investment by such fund in the Employee’s immediate family or with respect to whom the Employee exercises no reasonable controlany entity.

Non-Compete Obligations During Employment Term. The Employee agrees You agree that during the your Employment TermTerm until December 31, 2018: (A) the Employee you will not, other than through the Related PartiesCompany, unless approved in writing by a majority of the Board, 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, or producing, gathering or marketing hydrocarbons and related products (“Competing Business”), unless set forth on the approved activities list on Exhibit AB; and (B) all investments made directly or indirectly by the Employee you (whether in Employee’s your own name or in the name of any family members or other nominees or made by the Employee’s your controlled affiliates) in a Competing Business will be made solely through the Related PartiesCompany, unless approved in writing by a majority of the Board or unless such activity is set forth on the approved activities list on Exhibit AB; and the Employee you will not directly or indirectly through any family members or other person or entity and will not permit any of Employee’s your controlled affiliates to: (I) invest or otherwise participate alongside the Related Parties Company in any Business Opportunities relating to or arising from a Competing Business, or (II) invest or otherwise participate in any business or activity relating to or arising from a Competing Business, regardless of whether any of the Related Parties Company ultimately participates in such business or activity, in either case, except through the Related PartiesCompany, unless approved in writing by a majority of the Board or unless such activity is set forth on the approved activities list on Exhibit A. B. Notwithstanding the foregoing, for purposes of Section 10(c)paragraph 3, prohibitions on actions of a “family member” will not include (x) actions with respect to which the Employee has you have no reasonable expectation of a material benefit or (y) persons who are not in the Employee’s your immediate family or with respect to whom the Employee you exercises no reasonable control.

Non-Compete Obligations During Employment Term. The Employee agrees that during the Employment Term: : (Ai) the Employee will not, other than through the Related Parties, unless approved in writing by a majority of the BoardCompany, engage or participate in any manner, whether directly or indirectly, indirectly through any family member or as an employee, employer, consultant, agent, principal, partner, more than one percent (1%) 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, or producing, gathering or marketing hydrocarbons and related products (“Competing Business”), unless products; provided that the foregoing shall not be deemed to restrain the participation by the Employee’s spouse in any capacity set forth on above in any business or activity engaged in any such activity and provided further that Linn Energy or the approved activities list on Exhibit ACompany may, in good faith, take such reasonable action with respect to the Employee’s performance of his duties, responsibilities and authorities as set forth in Section 1.1 and Section 1.2 of this Agreement as it deems necessary and appropriate to protect its legitimate business interests with respect to any actual or apparent conflict of interest reasonably arising from or out of the participation by Employee’s spouse in any such competitive business or activity; and and (Bii) all investments made directly or indirectly by the Employee (whether in Employee’s his own name or in the name of any family members or other nominees or made by the Employee’s controlled affiliates) in a Competing Business ), which relate to the leasing, acquisition, exploration, production, gathering or marketing of hydrocarbons and related products will be made solely through the Related Parties, unless approved in writing by a majority of the Board or unless such activity is set forth on Exhibit ACompany; and the Employee will not (directly or indirectly through any family members or other person or entity persons), and will not permit any of Employee’s his controlled affiliates to: (IA) invest or otherwise participate 040707, 000014, 102625676.2 alongside the Related Parties Company or its direct or indirect subsidiaries in any Business Opportunities relating to or arising from a Competing BusinessOpportunities, or (IIB) invest or otherwise participate in any business or activity relating to or arising from a Competing BusinessBusiness Opportunity, regardless of whether any of the Related Parties Company or its direct or indirect subsidiaries ultimately participates in such business or activity, in either case, except through the Related Parties, unless approved in writing by a majority of the Board or unless such activity is set forth on Exhibit A. Company. Notwithstanding the foregoing, for purposes nothing in this Section 7.3 shall be deemed to prohibit the Employee or any family member from owning, or otherwise having an interest in, less than one percent (1%) of Section 10(c)any publicly owned entity or three percent (3%) or less of any private equity fund or similar investment fund that invests in any business or activity engaged in any of the activities set forth above, prohibitions on actions of a “family member” will not include (x) actions provided that Employee has no active role with respect to which the Employee has no reasonable expectation of a material benefit or (y) persons who are not any investment by such fund in the Employee’s immediate family or with respect to whom the Employee exercises no reasonable controlany entity.

Non-Compete Obligations During Employment Term. The Employee agrees You agree that during the Employment Term: (A) the Employee you will not, other than through the Related PartiesCompany, unless approved in writing by a majority of the Board, 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, or producing, gathering or marketing hydrocarbons and related products (“Competing Business”)) , unless set forth on the approved activities list on Exhibit AB; and (B) all investments made directly or indirectly by the Employee you (whether in Employee’s your own name or in the name of any family members or other nominees or made by the Employee’s your controlled affiliates) in a Competing Business will be made solely through the Related PartiesCompany, unless approved in writing by a majority of the Board or unless such activity is set forth on the approved activities list on Exhibit AB; and the Employee you will not directly or indirectly through any family members or other person or entity and will not permit any of Employee’s your controlled affiliates to: (I) invest or otherwise participate alongside the Related Parties Company in any Business Opportunities relating to or arising from a Competing Business, or (II) invest or otherwise participate in any business or activity relating to or arising from a Competing Business, regardless of whether any of the Related Parties Company ultimately participates in such business or activity, in either case, except through the Related PartiesCompany, unless approved in writing by a majority of the Board or unless such activity is set forth on the approved activities list on Exhibit A. B. Notwithstanding the foregoing, for purposes of Section 10(c)paragraph 3, prohibitions on actions of a “family member” will not include (x) actions with respect to which the Employee has you have no reasonable expectation of a material benefit or (y) persons who are not in the Employee’s your immediate family or with respect to whom the Employee you exercises no reasonable control.

Non-Compete Obligations During Employment Term. The Employee agrees that during the Employment Term: : (Ai) the Employee will not, other than through the Related Parties, unless approved in writing by a majority of the BoardCompany, engage or participate in any manner, whether directly or indirectly, 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, or producing, gathering or marketing hydrocarbons and related products (“Competing Business”), unless products; provided that the foregoing shall not be deemed to restrain the participation by Employee’s spouse in any capacity set forth on above in any business or activity engaged in any such activity and provided further that Linn Energy may, in good faith, take such reasonable action with respect to Employee’s performance of her duties, responsibilities and authorities as set forth in Sections 1.1 and 1.2 of this Agreement as it deems necessary and appropriate to protect its legitimate business interests with respect to any actual or apparent conflict of interest reasonably arising from or out of the approved activities list on Exhibit Aparticipation by Employee’s spouse in any such competitive business or activity; and and (Bii) all investments made directly or indirectly by the Employee (whether in Employee’s her own name or in the name of any family members or other nominees or made by the Employee’s controlled affiliates) in a Competing Business ), which relate to the leasing, acquisition, exploration, production, gathering or marketing of hydrocarbons and related products will be made solely through the Related Parties, unless approved in writing by a majority of the Board or unless such activity is set forth on Exhibit ACompany; and the Employee will not (directly or indirectly through any family members or other person or entity persons), and will not permit any of Employee’s her controlled affiliates to: (IA) invest or otherwise participate alongside the Related Parties Company or its direct or indirect subsidiaries in any Business Opportunities relating to or arising from a Competing BusinessOpportunities, or (IIB) invest or otherwise participate in any business or activity relating to or arising from a Competing BusinessBusiness Opportunity, regardless of whether any of the Related Parties Company or its direct or indirect subsidiaries ultimately participates in such business or activity, in either case, except through the Related Parties, unless approved in writing by a majority of the Board or unless such activity is set forth on Exhibit A. Company. Notwithstanding the foregoing, for purposes nothing in this Section 7.3 shall be deemed to prohibit the Employee or any family member from owning, or otherwise having an interest in, less than one percent (1%) of Section 10(c)any publicly-owned entity or three percent (3%) or less of any private equity fund or similar investment fund that invests in any business or activity engaged in any of the activities set forth above, prohibitions on actions of a “family member” will not include (x) actions provided that Employee has no active role with respect to which the Employee has no reasonable expectation of a material benefit or (y) persons who are not any investment by such fund in the Employee’s immediate family or with respect to whom the Employee exercises no reasonable controlany entity.

Non-Compete Obligations During Employment Term. The Employee agrees that during the Employment Term: : (Ai) the Employee will not, other than through the Related Parties, unless approved in writing by a majority of the BoardCompany, engage or participate in any manner, whether directly or indirectly, 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, or producing, gathering or marketing hydrocarbons and related products (“Competing Business”), unless products; [provided that the foregoing shall not be deemed to restrain the participation by Employee’s spouse in any capacity set forth on above in any business or activity engaged in any such activity and provided further that Linn Energy may, in good faith, take such reasonable action with respect to Employee’s performance of his duties, responsibilities and authorities as set forth in Sections 1.1 and 1.2 of this Agreement as it deems necessary and appropriate to protect its legitimate business interests with respect to any actual or apparent conflict of interest reasonably arising from or out of the approved activities list on Exhibit Aparticipation by Employee’s spouse in any such competitive business or activity]; and and (Bii) all investments made directly or indirectly by the Employee (whether in Employee’s his own name or in the name of any family members or other nominees or made by the Employee’s controlled affiliates) in a Competing Business ), which relate to the leasing, acquisition, exploration, production, gathering or marketing of hydrocarbons and related products will be made solely through the Related Parties, unless approved in writing by a majority of the Board or unless such activity is set forth on Exhibit ACompany; and the Employee will not (directly or indirectly through any family members or other person or entity persons), and will not permit any of Employee’s his controlled affiliates to: (IA) invest or otherwise participate alongside the Related Parties Company or its direct or indirect subsidiaries in any Business Opportunities relating to or arising from a Competing BusinessOpportunities, or (IIB) invest or otherwise participate in any business or activity relating to or arising from a Competing BusinessBusiness Opportunity, regardless of whether any of the Related Parties Company or its direct or indirect subsidiaries ultimately participates in such business or activity, in either case, except through the Related Parties, unless approved in writing by a majority of the Board or unless such activity is set forth on Exhibit A. Company. Notwithstanding the foregoing, for purposes nothing in this Section 7.3 shall be deemed to prohibit the Employee or any family member from owning, or otherwise having an interest in, less than one percent (1%) of Section 10(c)any publicly-owned entity or three percent (3%) or less of any private equity fund or similar investment fund that invests in any business or activity engaged in any of the activities set forth above, prohibitions on actions of a “family member” will not include (x) actions provided that Employee has no active role with respect to which the Employee has no reasonable expectation of a material benefit or (y) persons who are not any investment by such fund in the Employee’s immediate family or with respect to whom the Employee exercises no reasonable controlany entity.

Non-Compete Obligations During Employment Term. The Employee agrees that during the Employment Term: : (Ai) the Employee will not, other than through the Related Parties, unless approved in writing by a majority of the BoardCompany, engage or participate in any manner, whether directly or indirectly, indirectly through any family member or as an employee, employer, consultant, agent, principal, partner, more than one percent (1%) 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, or producing, gathering or marketing hydrocarbons and related products (“Competing Business”), unless products; provided that the foregoing shall not be deemed to restrain the participation by the Employee’s spouse in any capacity set forth on above in any business or activity engaged in any such activity and provided further that Linn Energy may, in good faith, take such reasonable action with respect to the approved activities list on Exhibit AEmployee’s performance of his duties, responsibilities and authorities as set forth in Section 1.1 and Section 1.2 of this Agreement as it deems necessary and appropriate to protect its legitimate business interests with respect to any actual or apparent conflict of interest reasonably arising from or out of the participation by Employee’s spouse in any such competitive business or activity; and and (Bii) all investments made directly or indirectly by the Employee (whether in Employee’s his own name or in the name of any family members or other nominees or made by the Employee’s controlled affiliates) in a Competing Business ), which relate to the leasing, acquisition, exploration, production, gathering or marketing of hydrocarbons and related products will be made solely through the Related Parties, unless approved in writing by a majority of the Board or unless such activity is set forth on Exhibit ACompany; and the Employee will not (directly or indirectly through any family members or other person or entity persons), and will not permit any of Employee’s his controlled affiliates to: (IA) invest or otherwise participate alongside the Related Parties Company or its direct or indirect subsidiaries in any Business Opportunities relating to or arising from a Competing BusinessOpportunities, or (IIB) invest or otherwise participate in any business or activity relating to or arising from a Competing BusinessBusiness Opportunity, regardless of whether any of the Related Parties Company or its direct or indirect subsidiaries ultimately participates in such business or activity, in either case, except through the Related Parties, unless approved in writing by a majority of the Board or unless such activity is set forth on Exhibit A. Company. Notwithstanding the foregoing, for purposes nothing in this Section 7.3 shall be deemed to prohibit the Employee or any family member from owning, or otherwise having an interest in, less than one percent (1%) of Section 10(c)any publicly owned entity or three percent (3%) or less of any private equity fund or similar investment fund that invests in any business or activity engaged in any of the activities set forth above, prohibitions on actions of a “family member” will not include (x) actions provided that Employee has no active role with respect to which any investment by such fund in any entity. Notwithstanding the Employee has no reasonable expectation of a material benefit or (y) persons who are not foregoing, nothing in this Section 7.3 shall be deemed to restrain the participation by Employee’s immediate family spouse in any capacity set forth above in any business or with respect to whom the Employee exercises no reasonable controlactivity described above.

Non-Compete Obligations During Employment Term. The Employee agrees that during the Employment Term: : (Ai) the Employee will not, other than through the Related Parties, unless approved in writing by a majority of the BoardCompany, engage or participate in any manner, whether directly or indirectly, indirectly through any family member or as an employee, employer, consultant, agent, principal, partner, more than one percent (1%) 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, or producing, gathering or marketing hydrocarbons and related products (“Competing Business”), unless products; provided that the foregoing shall not be deemed to restrain the participation by the Employee’s spouse in any capacity set forth on above in any business or activity engaged in any such activity and provided further that Linn Energy or the approved activities list on Exhibit ACompany may, in good faith, take such reasonable action with respect to the Employee’s performance of his duties, responsibilities and authorities as set forth in Section 1.1 and Section 1.2 of this Agreement as it deems necessary and appropriate to protect its legitimate business interests with respect to any actual or apparent conflict of interest reasonably arising from or out of the participation by Employee’s spouse in any such competitive business or activity; and and (Bii) all investments made directly or indirectly by the Employee (whether in Employee’s his own name or in the name of any family members or other nominees or made by the Employee’s controlled affiliates) in a Competing Business ), which relate to the leasing, acquisition, exploration, production, gathering or marketing of hydrocarbons and related products will be made solely through the Related Parties, unless approved in writing by a majority of the Board or unless such activity is set forth on Exhibit ACompany; and the Employee will not (directly or indirectly through any family members or other person or entity persons), and will not permit any of Employee’s his controlled affiliates to: (IA) invest or otherwise participate 040707, 000014, 102625768.2 alongside the Related Parties Company or its direct or indirect subsidiaries in any Business Opportunities relating to or arising from a Competing BusinessOpportunities, or (IIB) invest or otherwise participate in any business or activity relating to or arising from a Competing BusinessBusiness Opportunity, regardless of whether any of the Related Parties Company or its direct or indirect subsidiaries ultimately participates in such business or activity, in either case, except through the Related Parties, unless approved in writing by a majority of the Board or unless such activity is set forth on Exhibit A. Company. Notwithstanding the foregoing, for purposes nothing in this Section 7.3 shall be deemed to prohibit the Employee or any family member from owning, or otherwise having an interest in, less than one percent (1%) of Section 10(c)any publicly owned entity or three percent (3%) or less of any private equity fund or similar investment fund that invests in any business or activity engaged in any of the activities set forth above, prohibitions on actions of a “family member” will not include (x) actions provided that Employee has no active role with respect to which the Employee has no reasonable expectation of a material benefit or (y) persons who are not any investment by such fund in the Employee’s immediate family or with respect to whom the Employee exercises no reasonable controlany entity.

Non-Compete Obligations During Employment Term. The Employee agrees that during the Employment Term: (A) the Employee will not, other than through the Related Parties, unless approved in writing by a majority of the BoardBoard of Directors, 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, or producing, gathering or marketing hydrocarbons and related products (“Competing Business”)) , unless set forth on the approved activities list on Exhibit A; and (B) all investments made directly or indirectly by the Employee (whether in Employee’s own name or in the name of any family members or other nominees or made by the Employee’s controlled affiliates) in a Competing Business will be made solely through the Related Parties, unless approved in writing by a majority of the Board of Directors or unless such activity is set forth on Exhibit A; and the Employee will not directly or indirectly through any family members or other person or entity and will not permit any of Employee’s controlled affiliates to: (I) invest or otherwise participate alongside the Related Parties in any Business Opportunities relating to or arising from a Competing Business, or (II) invest or otherwise participate in any business or activity relating to or arising from a Competing Business, regardless of whether any of the Related Parties ultimately participates in such business or activity, in either case, except through the Related Parties, unless approved in writing by a majority of the Board of Directors or unless such activity is set forth on Exhibit A. Notwithstanding the foregoing, for purposes of Section 10(c), prohibitions on actions of a “family member” will not include (x) actions with respect to which the Employee has no reasonable expectation of a material benefit or (y) persons who are not in the Employee’s immediate family or with respect to whom the Employee exercises no reasonable control.

Non-Compete Obligations During Employment Term. The Employee agrees that during the Employment Term: : (Ai) the Employee will not, other than through the Related Parties, unless approved in writing by a majority of the BoardCompany, engage or participate in any manner, whether directly or indirectly, indirectly through any family member or as an employee, employer, consultant, agent, principal, partner, more than one percent (1%) 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, or producing, gathering or marketing hydrocarbons and related products (“Competing Business”), unless products; provided that the foregoing shall not be deemed to restrain the participation by the Employee’s spouse in any capacity set forth on above in any business or activity engaged in any such activity and provided further that Linn Energy or the approved activities list on Exhibit ACompany may, in good faith, take such reasonable action with respect to the Employee’s performance of his duties, responsibilities and authorities as set forth in Sections 1.1 and 1.2 of this Agreement as it deems necessary and appropriate to protect its legitimate business interests with respect to any actual or apparent conflict of interest reasonably arising from or out of the participation by Employee’s spouse in any such competitive business or activity; and and (Bii) all investments made directly or indirectly by the Employee (whether in Employee’s his own name or in the name of any family members or other nominees or made by the Employee’s controlled affiliates) in a Competing Business ), which relate to the leasing, acquisition, exploration, production, gathering or marketing of hydrocarbons and related products will be made solely through the Related Parties, unless approved in writing by a majority of the Board or unless such activity is set forth on Exhibit ACompany; and the Employee will not (directly or indirectly through any family members or other person or entity persons), and will not permit any of Employee’s his controlled affiliates to: (IA) invest or otherwise participate alongside the Related Parties Company or its direct or indirect subsidiaries in any Business Opportunities relating to or arising from a Competing BusinessOpportunities, or (IIB) invest or otherwise participate in any business or activity relating to or arising from a Competing BusinessBusiness Opportunity, regardless of whether any of the Related Parties Company or its direct or indirect subsidiaries ultimately participates in such business or activity, in either case, except through the Related Parties, unless approved in writing by a majority of the Board or unless such activity is set forth on Exhibit A. Company. Notwithstanding the foregoing, for purposes nothing in this Section 7.3 shall be deemed to prohibit the Employee or any family member from owning, or otherwise having an interest in, less than one 040707, 000014, 102625696.2 percent (1%) of Section 10(c)any publicly owned entity or three percent (3%) or less of any private equity fund or similar investment fund that invests in any business or activity engaged in any of the activities set forth above, prohibitions on actions of a “family member” will not include (x) actions provided that Employee has no active role with respect to which the Employee has no reasonable expectation of a material benefit or (y) persons who are not any investment by such fund in the Employee’s immediate family or with respect to whom the Employee exercises no reasonable controlany entity.

Non-Compete Obligations During Employment Term. The Employee agrees that during the Employment Term: : (Ai) the Employee will not, other than through the Related Parties, unless approved in writing by a majority of the Boardindependent members of the Board of Directors, engage or participate in any manner, whether directly or indirectly, 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, or producing, gathering or marketing hydrocarbons and related products (“Competing Business”)products, unless set forth on the approved activities list on Exhibit A; and and (Bii) all investments made directly or indirectly by the Employee (whether in Employee’s his own name or in the name of any family members or other nominees or made by the Employee’s 's controlled affiliates) in a Competing Business ), which relate to the leasing, acquisition, exploration, production, gathering or marketing of hydrocarbons and related products will be made solely through the Related Parties, unless approved in writing by a majority of the independent members of the Board of Directors or unless such activity is set forth on Exhibit A; and the Employee will not (directly or indirectly through any family members or other person or entity persons), and will not permit any of Employee’s his controlled affiliates to: (IA) invest or otherwise participate alongside the Related Parties parties in any Business Opportunities relating to or arising from a Competing BusinessOpportunities, or (IIB) invest or otherwise participate in any business or activity relating to or arising from a Competing BusinessBusiness Opportunity, regardless of whether any of the Related Parties ultimately participates in such business or activity, in either case, except through the Related Parties, unless approved in writing by a majority of the independent members of the Board of Directors or unless such activity is set forth on Exhibit A. Notwithstanding the foregoing, for purposes of Section 10(c), prohibitions on actions of a “family member” will not include (x) actions with respect to which the Employee has no reasonable expectation of a material benefit or (y) persons who are not in the Employee’s immediate family or with respect to whom the Employee exercises no reasonable control.A.

Non-Compete Obligations During Employment Term. The Employee agrees You agree that during the Employment Term: (A) the Employee you will not, other than through the Related PartiesCompany, unless approved in writing by a majority of the Board, 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, or producing, gathering or marketing hydrocarbons and related products (“Competing Business”), unless set forth on the approved activities list on Exhibit AB; and (B) all investments made directly or indirectly by the Employee you (whether in Employee’s your own name or in the name of any family members or other nominees or made by the Employee’s your controlled affiliates) in a Competing Business will be made solely through the Related PartiesCompany, unless approved in writing by a majority of the Board or unless such activity is set forth on the approved activities list on Exhibit AB; and the Employee you will not directly or indirectly through any family members or other person or entity and will not permit any of Employee’s your controlled affiliates to: (I) invest or otherwise participate alongside the Related Parties Company in any Business Opportunities relating to or arising from a Competing Business, or (II) invest or otherwise participate in any business or activity relating to or arising from a Competing Business, regardless of whether any of the Related Parties Company ultimately participates in such business or activity, in either case, except through the Related PartiesCompany, unless approved in writing by a majority of the Board or unless such activity is set forth on the approved activities list on Exhibit A. B. Notwithstanding the foregoing, for purposes of Section 10(c)paragraph 3, prohibitions on actions of a “family member” will not include (x) actions with respect to which the Employee has you have no reasonable expectation of a material benefit or (y) persons who are not in the Employee’s your immediate family or with respect to whom the Employee you exercises no reasonable control.

Non-Compete Obligations During Employment Term. The Employee agrees that during the Employment Term: : (Ai) the Employee will not, other than through the Related Parties, unless approved in writing by a majority of the BoardBoard of Directors, 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, or producing, gathering or marketing hydrocarbons and related products (“Competing Business”), unless set forth on the approved activities list on Exhibit A; and and (Bii) all investments made directly or indirectly by the Employee (whether in Employee’s 's own name or in the name of any family members or other nominees or made by the Employee’s 's controlled affiliates) in a Competing Business will be made solely through the Related Parties, unless approved in writing by a majority of the Board of Directors or unless such activity is set forth on Exhibit A; and the Employee will not directly or indirectly through any family members or other person or entity and will not permit any of Employee’s 's controlled affiliates to: (IA) invest or otherwise participate alongside the Related Parties in any Business Opportunities relating to or arising from a Competing Business, or (IIB) invest or otherwise participate in any business or activity relating to or arising from a Competing Business, regardless of whether any of the Related Parties ultimately participates in such business or activity, in either case, except through the Related Parties, unless approved in writing by a majority of the Board of Directors or unless such activity is set forth on Exhibit A. Notwithstanding the foregoing, for purposes of Section 10(c), prohibitions on actions of a “family member” will not include (x) actions with respect to which the Employee has no reasonable expectation of a material benefit or (y) persons who are not in the Employee’s immediate family or with respect to whom the Employee exercises no reasonable control.A.

Non-Compete Obligations During Employment Term. The Employee agrees that during the Employment Term: : (Ai) the Employee will not, other than through the Related Parties, unless approved in writing by a majority of Company and the BoardPartnership, engage or participate in any manner, whether directly or indirectly, 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, or producing, gathering or marketing hydrocarbons and related products products; and (“Competing Business”), unless set forth on the approved activities list on Exhibit A; and (Bii) all investments made directly or indirectly by the Employee (whether in Employee’s his own name or in the name of any family members or other nominees or made by the Employee’s 's controlled affiliates) in a Competing Business will ), which relate to the lease, acquisition, exploration, production, gathering or marketing of hydrocarbons and related products shall be made solely through the Related Parties, unless approved in writing by a majority of Company and the Board or unless such activity is set forth on Exhibit APartnership; and the Employee will not (directly or indirectly through any family members or other person or entity members), and will not permit any of Employee’s his controlled affiliates to: (IA) invest or otherwise participate alongside the Related Parties in any Business Opportunities relating to or arising from a Competing BusinessOpportunities, or (IIB) invest or otherwise participate in any business or activity relating to or arising from a Competing BusinessBusiness Opportunity, regardless of whether any of the Related Parties ultimately participates in such business or activity; provided that, in either case, except through the Related Parties, unless approved in writing by a majority of the Board or unless such activity is set forth on Exhibit A. Notwithstanding the foregoing, for purposes of this Section 10(c), prohibitions on actions of a “family member” will 2 shall not include apply to (x) actions with respect the existing personal oil and gas investments owned by Employee, his family members and his controlled affiliates as of the date hereof, which are described in a schedule, substantially in the format set forth as Schedule I hereto, delivered to which the Employee has no reasonable expectation Company within 30 days of a material benefit or the date hereof (the "EXISTING PERSONAL INVESTMENTS"), and (y) persons who future expenditures made by Employee, his family members and his controlled affiliates which are required to maintain, but not in the Employee’s immediate family or with respect to whom the Employee exercises no reasonable control.increase, their respective current ownership interests in

Non-Compete Obligations During Employment Term. The Employee agrees that during the Employment Term: : (Ai) the Employee will not, other than through the Related Parties, unless approved in writing by a majority of the BoardCompany, engage or participate in any manner, whether directly or indirectly, indirectly through any family member or as an employee, employer, consultant, agent, principal, partner, more than one percent (1%) 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, or producing, gathering or marketing hydrocarbons and related products (“Competing Business”), unless products; provided that the foregoing shall not be deemed to restrain the participation by the Employee’s spouse in any capacity set forth on above in any business or activity engaged in any such activity and provided further that Linn Energy or the approved activities list on Exhibit ACompany may, in good faith, take such reasonable action with respect to the Employee’s performance of his duties, responsibilities and authorities as set forth in Sections 1.1 and 1.2 of this Agreement as it deems necessary and appropriate to protect its legitimate business interests with respect to any actual or apparent conflict of interest reasonably arising from or out of the participation by Employee’s spouse in any such competitive business or activity; and and (Bii) all investments made directly or indirectly by the Employee (whether in Employee’s his own name or in the name of any family members or other nominees or made by the Employee’s controlled affiliates) in a Competing Business ), which relate to the leasing, acquisition, exploration, production, gathering or marketing of hydrocarbons and related products will be made solely through the Related Parties, unless approved in writing by a majority of the Board or unless such activity is set forth on Exhibit ACompany; and the Employee will not (directly or indirectly through any family members or other person or entity persons), and will not permit any of Employee’s his controlled affiliates to: (IA) invest or otherwise participate alongside the Related Parties Company or its direct or indirect subsidiaries in any Business Opportunities relating to or arising from a Competing BusinessOpportunities, or (IIB) invest or otherwise participate in any business or activity relating to or arising from a Competing BusinessBusiness Opportunity, regardless of whether any of the Related Parties Company or its direct or indirect subsidiaries ultimately participates in such business or activity, in either case, except through the Related Parties, unless approved in writing by a majority of the Board or unless such activity is set forth on Exhibit A. Company. Notwithstanding the foregoing, for purposes nothing in this Section 7.3 shall be deemed to prohibit the Employee or any family member from owning, or otherwise having an interest in, less than one percent (1%) of Section 10(c)any publicly owned entity or three percent (3%) or less of any private equity fund or similar investment fund that invests in any business or activity engaged in any of the activities set forth above, prohibitions on actions of a “family member” will not include (x) actions provided that Employee has no active role with respect to which the Employee has no reasonable expectation of a material benefit or (y) persons who are not any investment by such fund in the Employee’s immediate family or with respect to whom the Employee exercises no reasonable controlany entity.

Non-Compete Obligations During Employment Term. The Employee agrees that during the Employment Term: : (Ai) the Employee will not, other than through the Related Parties, unless approved in writing by a majority of the BoardBoard of Directors, 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, or producing, gathering or marketing hydrocarbons and related products (“Competing Business”), unless set forth on the approved activities list on Exhibit A; and and (Bii) all investments made directly or indirectly by the Employee (whether in Employee’s own name or in the name of any family members or other nominees or made by the Employee’s controlled affiliates) in a Competing Business will be made solely through the Related Parties, unless approved in writing by a majority of the Board of Directors or unless such activity is set forth on Exhibit A; and the Employee will not directly or indirectly through any family members or other person or entity and will not permit any of Employee’s controlled affiliates to: (IA) invest or otherwise participate alongside the Related Parties in any Business Opportunities relating to or arising from a Competing Business, or (IIB) invest or otherwise participate in any business or activity relating to or arising from a Competing Business, regardless of whether any of the Related Parties ultimately participates in such business or activity, in either case, except through the Related Parties, unless approved in writing by a majority of the Board of Directors or unless such activity is set forth on Exhibit A. Notwithstanding the foregoing, for purposes of Section 10(c), prohibitions on actions of a “family member” will not include (x) actions with respect to which the Employee has no reasonable expectation of a material benefit or (y) persons who are not in the Employee’s immediate family or with respect to whom the Employee exercises no reasonable control.A.