EMPLOYMENT AGREEMENT Effective Date: December 18, 2006
Exhibit 10.1
Effective
Date: December 18, 2006
The parties to this Employment Agreement (this “Agreement”) are Linn Operating,
Inc., a Delaware corporation (the “Company”) and Xxxx Xxxxx (the “Employee”).
The parties desire to provide for the employment of the Employee as Executive Vice President &
Chief Operating Officer of the Company and of Linn Energy (as defined) commencing on Employee’s
first date of employment, such date to be mutually agreed by the parties (the “Effective Date”) on
the terms set forth herein,. Linn Energy, LLC, a Delaware limited liability company and
the 100% parent of the Company (“Linn Energy”), is joining in this agreement for the
limited purposes of reflecting its agreement to the matters set forth herein as to it, but such
joinder is not intended to make Linn Energy the employer of the Employee for any purpose.
Accordingly, the parties, intending to be legally bound, agree as follows:
1. Position and Duties
1.1 Employment; Titles; Reporting. The Company agrees to employ the Employee and the
Employee agrees to enter employment with the Company, upon the terms and subject to the conditions
provided under this Agreement. During the Employment Term (as defined in Section 2), the
Employee will serve each of the Company and Linn Energy as the Executive Vice President & Chief
Operating Officer. In such capacity, the Employee will report to Linn Energy’s and the Company’s
Chairman, President & CEO and otherwise will be subject to the direction and control of the Board
of Directors of Linn Energy (including any committee thereof, the “Board”), and, the
Employee will have such duties, responsibilities and authorities as may be assigned to him by the
Chairman of the Board or the Board from time to time and otherwise consistent with such position in
a public company comparable to Linn Energy which is engaged in natural gas and oil acquisition,
development and production (including, but not limited to, maintaining, to the extent applicable,
compliance with the Xxxxxxxx-Xxxxx Act of 2002 and related regulations and all other federal, state
and local laws and regulations, as well as all regulations and rules of any exchange or electronic
trading system on which Linn Energy’s securities are traded). Employee shall be promoted to the
position of President and Chief Operating Officer not later than January 1, 2008 provided that
Employee is then an employee of Company. Following such promotion Employee shall report to the
Chairman & Chief Executive Officer, and shall have such responsibilities as are consistent with the
position of President and Chief Operating Officer of a publicly traded corporation comparable to
Linn Energy which is engaged in natural gas and oil acquisition, development and production.
1.2 Duties. During the Employment Term, the Employee will devote substantially all of
his full working time to the business and affairs of the Company, will use his best efforts to
promote the Company’s interests and will perform his duties and responsibilities faithfully,
diligently and to the best of his ability, consistent with sound business practices. The Employee
may be required by the Board to provide services to, or otherwise serve as an officer or director
of, any direct or indirect subsidiary of the Company or to Linn Energy, as applicable. The Employee
will comply with the Company’s and Linn Energy’s policies, codes and procedures, as they may be in
effect from time to time, applicable to executive officers of the Company and Linn Energy.
Nevertheless, the Employee may, with the prior approval of the Board in each instance, engage in
such other business and charitable activities that do not violate Section 7, create a
conflict of interest or the appearance of a conflict of interest with the Company or Linn
Energy or materially interfere with the performance of his obligations to the Company or Linn
Energy under this Agreement.
1.3 Place of Employment. The Employee will perform his duties under this Agreement at
the Company’s offices in Houston, Texas, with the likelihood of substantial business travel.
2. Term of Employment. The term of the Employee’s employment by the Company under this Agreement
(the “Employment Term”) will commence on the Effective Date and will continue until
employment is terminated by either party under Section 5. The date on which the Employee’s
employment ends is referred to in this Agreement as the “Termination Date.”
3. Compensation.
3.1 Base Salary. During the Employment Term, the Employee will be entitled to receive
a base salary (“Base Salary”) for services rendered to the Company and any of its direct or
indirect subsidiaries, payable in accordance with the Company’s regular payroll practices.
Employee’s Annual Base Salary shall be not less than: (i) from the effective date of this Agreement
through 12/31/2007 — $250,000.00; and, (ii) on and after 1/1/2008 — $300,000.00. The Employee’s
Base Salary shall be reviewed annually by the Board and may be adjusted upward in the Board’s sole
discretion.
3.2 Bonus Compensation. (a) The Employee shall be entitled to a one-time guaranteed
bonus (the “One-Time Bonus”) in the amount of $250,000.00 payable within five business days after
January 1, 2007. (b) The Employee will also be entitled to receive a guaranteed bonus (“Guaranteed
Bonus”) payment of not less than one-hundred percent (100%) of Employee’s then current Base Salary
with respect to the Company’s fiscal year ending December 31, 2007 and December 31, 2008, provided
Employee is then employed by Company at that date. Thereafter, during the Employment Term, the
Employee shall receive incentive compensation in such amounts and at such times as the Board may
determine in its sole discretion to award to him under any incentive compensation or other bonus
plan or arrangement as may be established by the Board from time to time (collectively, the
“Employee Bonus Plan”). Any additional incentive compensation payable under any Employee
Bonus Plan will be referred to in the aggregate in this Agreement as the Employee’s
“Bonus.”
3.3 Long-Term Incentive Compensation.
(a) Initial Grant of Unit Options. As of the Effective Date the Employee shall receive
an award of non-qualified options to purchase up to fifty thousand (50,000) Units of Linn Energy at
a per share exercise price equal to the fair market value of a Unit as of the date of grant, which
shall be awarded under the terms of the Linn Energy, LLC Long Term Incentive Plan or any successor
plan, as it may be in effect from time to time (the “Incentive Plan”). Provided however, that this
initial grant of options shall vest: (i) one-third (1/3) as of 1/1/2007; (ii) one-third (1/3) as of
1/1/2008; and, (iii) one-third (1/3) as of 1/1/2009. Except as explicitly provided in this
paragraph, the options will be subject to such other terms and conditions set forth in the
applicable option agreement.
(b) Initial Grant of Restricted Units. As of the Effective Date the Employee shall
receive a Restricted Unit award in the amount of two-hundred thousand (200,000) Units of
Linn Energy, which shall be awarded under the terms of the Incentive Plan. Provided however,
that the Initial Grant of Restricted Units shall vest: (i) one-half (50%) as of 1/1/2007; (ii) one-
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quarter (25%) as of 1/1/2008; and, (iii) the remaining one-quarter (25%) shall vest as of
1/1/2009. Except as explicitly provided in this paragraph, the Initial Grant of Restricted Units
will be subject to such other terms and conditions set forth in the applicable restricted unit
agreement.
(c) Future Grants of Unit Options- First Anniversary After Effective Date. On the
first anniversary of the Effective Date, Employee shall receive an award of non-qualified options
to purchase up to fifty thousand (50,000) Units of Linn Energy at a per share exercise price equal
to the fair market value of a Unit as of the date of grant, which shall be awarded under the terms
of the Linn Energy, LLC Long Term Incentive Plan or any successor plan, as it may be in effect from
time to time (the “Incentive Plan”). Provided however, that each such Future Grant of Unit Options
shall vest: (i) one-third (1/3) at the end of twelve (12) months following the award; (ii)
one-third (1/3) at the end of twenty four (24) months following the award; and, (iii) the remaining
one-third (1/3) at the end of thirty-six (36) months following the date of such award. Except as
explicitly provided in this paragraph, the options will be subject to such other terms and
conditions set forth in the applicable option agreement. Employee shall be entitled to this
subparagraph (c) grant only if Employee is employed by Company on the first anniversary of the
Effective Date.
(d) Future Grants of Restricted Units- First Anniversary After Effective Date. Not
later than 1/1/2008, Employee shall receive a Restricted Unit Award in the amount of not less than
one-hundred thousand (100,000) Units of Linn Energy, which shall be awarded under the terms of the
Incentive Plan. Provided however, that this grant of Restricted Units shall vest: (i) one-third
(1/3) as of 1/1/2008; (ii) one-third (1/3) as of 1/1/2009; and, (iii) the remaining one-third (1/3)
as of 1/1/2010. Except as explicitly provided in this paragraph, all Future Grants of Restricted
Units will be subject to such other terms and conditions set forth in the applicable restricted
unit agreement. Employee shall be entitled to this subparagraph (d) grant only if Employee is
employed by Company on the first anniversary of the Effective Date.
(e) Future Awards. In addition to the above long-term incentive compensation awards,
awards of Unit options, Unit grants, restricted Units and/or other forms of equity-based
compensation to the Employee on or after the Effective Date may be made from time to time during
the Employment Term by the Board in its sole discretion, whose decision will be based upon
performance and award guidelines for executive officers of the Company and Linn Energy established
periodically by the Board in its sole discretion.
4. Expenses and Other Benefits.
4.1 Reimbursement of Expenses. The Employee will be entitled to receive prompt
reimbursement for all reasonable expenses incurred by him during the Employment Term (in
accordance with the policies and practices presently followed by the Company or as may be
established by the Board from time to time for the Company’s and Linn Energy’s senior executive
officers) in performing services under this Agreement, provided that the Employee properly
accounts for such expenses in accordance with the Company’s and Linn Energy’s policies as in
effect from time to time.
4.2 Vacation. Employee will be entitled to paid vacation time each year during the
Employment Term that will accrue in accordance with the Company’s policies and procedures
now in force or as such policies and procedures may be modified with respect to all senior
executive officers of the Company.
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4.3 Other Employee Benefits. In addition to the foregoing, during the Employment
Term, the Employee will be entitled to participate in and to receive benefits as a senior
executive under all of the Company’s employee benefit plans, programs and arrangements available
to senior executives, subject to the eligibility criteria and other terms and conditions thereof,
as such plans, programs and arrangements may be duly amended, terminated, approved or adopted by
the Board from time to time.
5. Termination of Employment.
5.1 Death. The Employee’s employment under this Agreement will terminate upon his
death.
5.2 Termination by the Company.
(a) Terminable at Will. The Company may terminate the Employee’s employment under this
Agreement at any time with or without Cause (as defined below).
(b) Definition of Cause. For purposes of this Agreement, the Company will have
“Cause” to terminate the Employee’s employment under this Agreement by reason of any
of the following: (i) the Employee’s conviction of, or plea of nolo contendere to, any
felony or to any crime or offense causing substantial harm to any of Linn Energy or its
direct or indirect subsidiaries (whether or not for personal gain) or involving acts of
theft, fraud, embezzlement, moral turpitude or similar conduct; (ii) the Employee’s repeated
intoxication by alcohol or drugs during the performance of his duties; (iii) malfeasance in
the conduct of Employee’s duties, including, but not limited to, (A) willful and intentional
misuse or diversion of any of the funds of Linn Energy or its direct or indirect
subsidiaries, (B) embezzlement or (C) fraudulent or willful and material misrepresentations
or concealments on any written reports submitted to any of Linn Energy or its direct or
indirect subsidiaries; (iv) the Employee’s material failure to perform the duties of the
Employee’s employment consistent with Employee’s position, expressly including the
provisions of this Agreement, or material failure to follow or comply with the reasonable
and lawful written directives of the Board; (v) a material breach of this Agreement; or (vi)
a material breach by the Employee of written policies of the Company concerning employee
discrimination or harassment.
(c) Notice and Cure Opportunity in Certain Circumstances. The Employee may be afforded
a reasonable opportunity to cure any act or omission that would otherwise constitute “Cause”
hereunder according to the following terms: The Board shall give the Employee written notice
stating with reasonable specificity the nature of the circumstances determined by the Board
in good faith to constitute “Cause.” If, in the good faith judgment of the Board, the
alleged breach is reasonably susceptible to cure, the Employee will have fifteen (15) days
from his receipt of such notice to effect the cure of such circumstances or such breach to
the good faith satisfaction of the Board. The Board will state whether the Employee will
have such an opportunity to cure in the initial notice of “Cause” referred to above. If, in
the good faith judgment of the Board the alleged breach is not reasonably susceptible to
cure, or such circumstances or breach have not been satisfactorily cured within such fifteen
(15) day cure period.
5.3 Termination by the Employee.
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(a) Terminable at Will. The Employee may terminate his employment under this Agreement
at any time with or without Good Reason (as defined below).
(b) Notice and Cure Opportunity. If such termination is with Good Reason, the Employee
will give the Company written notice, which will identify with reasonable specificity the
grounds for the Employee’s resignation and provide the Company with fifteen (15) days from
the day such notice is given to cure the alleged grounds for resignation contained in the
notice. A termination will not be for Good Reason if such notice is given by the Employee to
the Company more than thirty (30) days after the occurrence of the event that the Employee
alleges is Good Reason for his termination hereunder.
(c) Definition of Good Reason. For purposes of this Agreement, “Good Reason”
will mean any of the following to which the Employee will not consent in writing: (a) a
reduction in the Employee’s Base Salary; (b) failure by Company to pay in full any of the
compensation or benefits described in this Agreement on a current basis; (c) material breach
of any provision of this Agreement by Company; (d) a reduction in position or
responsibilities that in the reasonable determination of Employee constitutes a substantial
reduction in position or responsibilities; or, (e) a relocation within two (2) years from
the Effective Date of this Agreement of the Employee’s primary place of employment to a
location more than fifty (50) miles from Houston, Texas.
5.4 Notice of Termination. Any termination of the Employee’s employment by the Company
or by the Employee during the Employment Term (other than termination pursuant to Section
5.1) will be communicated by written Notice of Termination to the other party hereto in
accordance with Section 8.7. For purposes of this Agreement, a “Notice of
Termination” means a written notice that (a) indicates the specific termination provision in
this Agreement relied upon, (b) to the extent applicable, sets forth in reasonable detail the facts
and circumstances claimed to provide a basis for termination of the Employee’s employment under the
provision so indicated, and (c) if the Termination Date (as defined herein) is other than the date
of receipt of such notice, specifies the Termination Date (which Termination Date will be not more
than thirty (30) days after the giving of such notice).
5.5 Disability. If the Company determines in good faith that the Disability (as
defined herein) of the Employee has occurred during the Employment Term, it may, without breaching
this Agreement, give to the Employee written notice in accordance with Section 5.4 of its
intention to terminate the Employee’s employment. In such event, the Employee’s employment with the
Company will terminate effective on the fifteenth (15th) day after receipt of such
notice by the Employee (the “Disability Effective Date”), provided that, within the fifteen
(15) days after such receipt, the Employee will not have returned to full-time performance of the
Employee’s duties. “Disability” means the determination by a physician selected by the
Company that the Employee has been unable to perform substantially the Employee’s usual and
customary duties under this Agreement for a period of at least one hundred twenty (120) consecutive
days or a non-consecutive period of one hundred eighty (180) days during any twelve-month period as
a result of incapacity due to mental or physical illness or disease. At any time and from time to
time, upon reasonable request therefor by the Company, the Employee will submit to reasonable
medical examination for the purpose of determining the existence, nature and extent of any such
disability. Any physician selected by Company shall be Board Certified in the
appropriate field, shall have no actual or potential conflict of interest, and may not be a
physician who has been retained by the Company for any purpose within the prior three years.
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6. Compensation of the Employee upon Termination.
6.1 Death. If the Employee’s employment under this Agreement is terminated by reason
of his death, the Company shall pay to the person or persons designated by the Employee for that
purpose in a notice filed with the Company, or, if no such person will have been so designated, to
his estate, the amount of (a) the Employee’s accrued but unpaid Base Salary through the Termination
Date paid in a lump sum within thirty (30) days following the Termination Date, (b) with respect to
any Termination Date on or after January 1, 2007 by reason of Employee’s death, any accrued but
unpaid Bonus, which Bonus will be payable at such time as the bonuses of other executive officers
of the Company are payable, (c) with respect to any Termination Date on or before December 31, 2007
by reason of Employee’s death, a cash amount equal to (i) any unpaid One-Time Bonus amounts, if
any, and (ii) the Employee’s pro-rata Guaranteed Bonus amount set forth in Section 3.2 of this
Agreement, payable at such time as bonuses for such annual period are paid to other executive
officers of the Company, and (d) any other amounts that may be reimbursable by the Company to the
Employee as expressly provided under this Agreement paid in a lump sum within thirty (30) days
following the Termination Date, and the Company thereafter will have no further obligation to the
Employee under this Agreement, other than for payment of any amounts accrued and vested under any
employee benefit plans or programs of the Company and any payments or benefits required to be made
or provided under applicable law. Without limiting the generality of the foregoing, any rights the
Employee’s beneficiary may have to the proceeds of any life insurance arrangement set forth in
Section 4.3 will be in lieu of any special entitlement to severance pay or benefits upon
the Employee’s death. Notwithstanding any other provision of this Agreement, on Employee’s death,
all granted but unvested Units, Restricted Units or Unit Options shall immediately vest.
6.2 Disability. In the event of the Employee’s termination by reason of Disability
pursuant to Section 5.5, the Employee will continue to receive his Base Salary and
participate in applicable employee benefit plans or programs of the Company (on an equivalent basis
to Section 6.4(a)(iv)
below) through the Termination Date, subject to offset
dollar-for-dollar by the amount of any disability income payments provided to the Employee under
any Company disability policy or program funded by the Company, and will receive (a) the Employee’s
accrued but unpaid Base Salary through the Termination Date paid in a lump sum within thirty (30)
days following the Termination Date, (b) with respect to any Termination Date on or after January
1, 2007 by reason of Employee’s Disability, any accrued but unpaid Bonus, which Bonus will be
payable at such time as the bonuses of other executive officers of the Company are payable, (c)
with respect to any Termination Date on or before December 31, 2007 by reason of Employee’s
Disability, a cash amount equal to (i) any unpaid One-Time Bonus amounts, if any, and (ii) the
Employee’s pro-rata Guaranteed Bonus amount set forth in Section 3.2 of this Agreement, payable at
such time as bonuses for such annual period are paid to other executive officers of the Company,
and (d) any other amounts that may be reimbursable by the Company to the Employee as expressly
provided under this Agreement paid in a lump sum within thirty (30) days following the Termination
Date, and the Company thereafter will have no further obligation to the Employee under this
Agreement, other than for payment of any amounts accrued and vested under any employee benefit
plans or programs of the Company and any payments or benefits required to be made or provided under
applicable law. Notwithstanding any other provision of this Agreement, on Employee’s Termination on
account of Disability, all granted but unvested Units, Restricted Units or Unit Options shall
immediately vest.
6.3 By the Company for Cause or the Employee Without Good Reason. If the Employee’s
employment is terminated by the Company for Cause, or if the Employee
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terminates his employment
other than for Good Reason, the Employee will receive (a) the Employee’s accrued but unpaid Base
Salary through the Termination Date paid in a lump sum within thirty (30) days following the
Termination Date, (b) any accrued but unpaid Bonus, which Bonus will be payable at such time as the
bonuses of other executive officers of the Company are payable, and (c) any other amounts that may
be reimbursable by the Company to the Employee as expressly provided under this Agreement paid in a
lump sum within thirty (30) days following the Termination Date, and the Company thereafter will
have no further obligation to the Employee under this Agreement, other than for payment of any
amounts accrued and vested under any employee benefit plans or programs of the Company and any
payments or benefits required to be made or provided under applicable law. Employee shall not
forfeit any granted and vested Units, Restricted Units or Unit Options, and Company shall promptly
deliver certificates evidencing such Units or options.
6.4 By the Employee for Good Reason or the Company other than for Cause.
(a) Severance Benefits on Non-Change of Control Termination. Subject to the provisions
of Section 6.4(b) and Section 6.4(d), if prior to or more than one (1) year
after the occurrence of a Change of Control (as defined below) the Company terminates the
Employee’s employment without Cause, or the Employee terminates his employment for Good
Reason, then the Employee will be entitled to the following benefits (the “Severance
Benefits”):
(i) an amount equal to (a) the Employee’s accrued but unpaid Base Salary
through the Termination Date paid in a lump sum within thirty (30) days following
the Termination Date, (b) with respect to any Termination Date on or after January
1, 2009 by the Employee for Good Reason or by the Company without Cause, any pro
rata accrued but unpaid Bonus, which pro rata Bonus will be payable at such time as
the bonuses of other executive officers of the Company are payable, (c) any other
amounts that may be reimbursable by the Company to the Employee as expressly
provided under this Agreement paid in a lump sum within thirty (30) days following
the Termination Date;
(ii) with respect to any termination event described in this paragraph (a) of
Section 6.4: (A) occurring after the Effective Date and prior to the first
anniversary date thereof, twelve (12) monthly payments, and (B) occurring on or
after the first anniversary of the Effective Date, twenty-four (24) monthly
payments, in either case in an amount equal to one-twelfth (1/12) of the Employee’s
annual Base Salary at the highest rate in effect at any time during the thirty-six
(36)-month period prior to the Termination Date, commencing with the calendar month
immediately following the calendar month in which the Termination Date occurs;
(iii) With respect to any Termination Date on or before December 31, 2008 by
the Employee for Good Reason or by the Company without Cause, a cash amount equal to
the Employee’s pro-rata Guaranteed Bonus amount set forth in Section 3.2 of this
Agreement, payable at such time as bonuses for such annual period are paid to other
executive officers of the Company;
(iv) the Company will pay the full cost of the Employee’s COBRA continuation
coverage for such period, as such coverage is required to be continued under
applicable law; provided, however, that, notwithstanding the
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foregoing, the benefits
described in this Section 6.4(a)(iv) may be discontinued prior to the end of
the period provided in this subsection (iv) to the extent, but only to the extent,
that the Employee receives substantially similar benefits from a subsequent employer
(“COBRA Benefit”); and
(v) All of Employee’s granted but unvested Units, Restricted Units or Unit
Options shall immediately vest.
(b) Change of Control Benefits. Subject to the provisions of Section 6.4(d), if
within the one (1) year period following the occurrence of a Change of Control, the Company
terminates the Employee’s employment without Cause, or the Employee terminates his
employment for Good Reason (an “Eligible Termination”), then, in lieu of the Severance
Benefits under Section 6.4(a), the Employee will be entitled to benefits (the
“Change of Control Benefits”):
| 1) | Amounts identical to those set forth in Section 6.4(a) except that the amount described in clause (ii) will be paid in a lump sum within thirty (30) days following the Termination Date and will be equal to: (A) twelve (12) monthly payments with respect to any Eligible Termination occurring after the Effective Date and prior to the first anniversary date thereof, and (B) with respect to any Eligible Termination occurring on or after the first anniversary date of the Effective Date an additional twelve (12) monthly payments, for a total of twenty (24) months; and, | ||
| 2) | All granted but unvested Units, Restricted Units or Unit Options shall immediately vest and all restrictions are waived. |
(c) Definition of Change of Control. For purposes of this Agreement, a “Change of
Control” will mean the first to occur of:
(i) The acquisition by any individual, entity or group (within the meaning of
Section 13(d) (3) or 14(d) (2) of the Exchange Act) (a “Person”) of
beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of thirty five prevent (35%) or more of either (A) the
then-outstanding equity interests of Linn Energy (the “Outstanding Linn Energy
Equity”) or (B) the combined voting power of the then-outstanding voting
securities of Linn Energy entitled to vote generally in the election of directors
(the “Outstanding Linn Energy Voting Securities”); provided, however, that,
for purposes of this Section 6.4(c)(i), the following acquisitions will not
constitute a Change of Control: (A) any acquisition directly from Linn Energy, (B)
any acquisition by Linn Energy, (C) any acquisition by any employee benefit plan (or
related trust) sponsored or maintained by Linn Energy or any affiliated company, or
(D) any acquisition by any corporation or other entity pursuant to a transaction
that complies with Section 6.4(c)(iii)(A),
Section 6.4(c)(iii)(B) or
Section 6.4(c)(iii)(C);
(ii) Any time at which individuals who, as of the date hereof, constitute the
Board (the “Incumbent Board”) cease for any reason to constitute at least a
majority of the Board; provided, however, that any individual becoming a director
subsequent to the date hereof whose election, or nomination for
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election by Linn
Energy’s Unitholders, was approved by a vote of at least a majority of the directors
then comprising the Incumbent Board will be considered as though such individual
were a member of the Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a result of an actual or
threatened election contest with respect to the election or removal of directors or
other actual or threatened solicitation of proxies or consents by or on behalf of a
Person other than the Board;
(iii) Consummation of a reorganization, merger, statutory share exchange or
consolidation or similar corporate transaction involving Linn Energy or any of its
subsidiaries, a sale or other disposition of all or substantially all of the assets
of Linn Energy, or the acquisition of assets or equity interests of another entity
by Linn Energy or any of its subsidiaries (each, a “Business Combination”),
in each case unless, following such Business Combination, (A) all or substantially
all of the individuals and entities that were the beneficial owners of the
Outstanding Linn Energy Equity and the Outstanding Linn Energy Voting Securities
immediately prior to such Business Combination beneficially own, directly or
indirectly, more than 50% of the then-outstanding equity interests and the combined
voting power of the then-outstanding voting securities entitled to vote generally in
the election of directors, as the case may be, of the corporation resulting from
such Business Combination (including, without limitation, a corporation or other
entity that, as a result of such transaction, owns Linn Energy or all or
substantially all of Linn Energy’s assets either directly or through one or more
subsidiaries) in substantially the same proportions as their ownership immediately
prior to such Business Combination of the Outstanding Linn Energy Equity and the
Outstanding Linn Energy Voting Securities, as the case may be, (B) no Person
(excluding any corporation resulting from such Business Combination or any employee
benefit plan (or related trust) of Linn Energy or such corporation or other entity
resulting from such Business Combination) beneficially owns, directly or indirectly,
35% or more of, respectively, the then-outstanding equity interests of the
corporation or other entity resulting from such Business Combination or the combined
voting power of the then-outstanding voting securities of such corporation or other
entity, except to the extent that such ownership existed prior to the Business
Combination, and (C) at least a majority of the members of the board of directors of
the corporation or equivalent body of any other entity resulting from such Business
Combination were members of the Incumbent Board at the time of the execution of the
initial agreement or of the action of the Board providing for such Business
Combination; or
(iv) Consummation of a complete liquidation or dissolution of Linn Energy.
(d) Conditions to Receipt of Severance Benefits.
(i) Release. As a condition to receiving any Severance Benefits or
Change of Control Benefits to which the Employee may otherwise be entitled under
Section 6.4(a) or Section 6.4(b), the Employee will execute a
release (the
“Release”), which will include an affirmation of the restrictive
covenants set forth in Section 7 and a non-disparagement provision, in a
form and substance satisfactory to the Company, of any claims, whether arising under
federal, state or local statute, common law or otherwise, against the Company and
its direct or
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indirect subsidiaries which arise or may have arisen on or before the
date of the Release, other than any claims under this Agreement or any rights to
indemnification from the Company and its direct or indirect subsidiaries pursuant to
any provisions of the Company’s (or any of its subsidiaries’) organizational
documents or any directors and officers liability insurance policies maintained by
the Company. If the Employee fails or otherwise refuses to execute a Release within
a reasonable time after the Company’s request to do so, and in all events prior to
the date on which such benefits are to be first paid to her, the Employee will not
be entitled to any Severance Benefits or Change of Control Benefits, as the case may
be, or any other benefits provided under this Agreement and the Company will have no
further obligations with respect to the provision of those benefits except as may be
required by law. Such Release shall be void ab initio, if Company thereafter fails
to fully and timely pay all compensation and benefits due to Employee under this
Agreement.
(ii) Limitation on Benefits. If, following a termination of employment
that gives the Employee a right to the payment of Severance Benefits under
Section 6.4(a) or Section 6.4(b), the Employee violates in any
material respect any of the covenants in Section 7 or as otherwise set forth
in the Release, the Employee will have no further right or claim to any payments or
other benefits to which the Employee may otherwise be entitled under Section
6.4(a) or Section 6.4(b) from and after the date on which the Employee
engages in such activities and the Company will have no further obligations with
respect to such payments or benefits, and the covenants in Section 7 will
nevertheless continue in full force and effect.
6.5 Severance Benefits Not Includable for Employee Benefits Purposes. Except to the
extent the terms of any applicable benefit plan, policy or program provide otherwise, any benefit
programs of the Company that takes into account the Employee’s income will exclude any and all
Severance Benefits and Change of Control Benefits provided under this Agreement.
6.6 Exclusive Severance Benefits. The Severance Benefits payable under Section
6.4(a) or the Change of Control Benefits payable under Section 6.4(b), if they become
applicable under the terms of this Agreement, will be in lieu of any other severance or similar
benefits that would otherwise be payable under any other agreement, plan, program or policy of the
Company.
6.7 Additional Provisions Regarding Payments Under This Agreement. Notwithstanding
anything in this Agreement to the contrary, in the event that any benefits payable or otherwise
provided under this Agreement would be
(a) subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of
1986, as amended (the “Code”), (such excise tax referred to in this Agreement as the
“Excise Tax”), then Company shall provide for the payment of, or otherwise reimburse
the Employee for, an amount equal to such Excise Tax and any related taxes, fees or
penalties thereon.
(b) subject to penalty and interest under Section 409A of the Code, then Company shall
provide for the payment of, or otherwise reimburse the Employee for, an amount equal to such
penalty and interest, and any related taxes, fees or penalties thereon.
- 10 -
(c) deemed to constitute non-qualified deferred compensation subject to Section 409A of
the Code, Linn Energy or the Company, as the case may be, will have the discretion to adjust
the terms of such payment or benefit (but not the amount or value thereof) as reasonably
necessary to comply with the requirements of Section 409A to avoid the imposition of any
excise tax or other penalty with respect to such payment or benefit under Section 409A of
the Code.
7. Restrictive Covenants.
7.1 Confidential Information. The Employee hereby acknowledges that in connection with
his employment by the Company he will be exposed to and may obtain certain Confidential Information
(as defined below) (including, without limitation, procedures, memoranda, notes, records and
customer and supplier lists whether such information has been or is made, developed or compiled by
the Employee or otherwise has been or is made available to her) regarding the business and
operations of the Company and its subsidiaries or affiliates. The Employee further acknowledges
that such Confidential Information is unique, valuable, considered trade secrets and deemed
proprietary by the Company. For purposes of the Agreement, “Confidential Information”
includes, without limitation, any information heretofore or hereafter acquired, developed or used
by any of the Company, Linn Energy or their direct or indirect subsidiaries relating to Business
Opportunities or Intellectual Property or other geological, geophysical, economic, financial or
management aspects of the business, operations, properties or prospects of the Company, Linn Energy
or their direct or indirect subsidiaries, whether oral or in written form. The Employee agrees that
all Confidential Information is and will remain the property of the Company, Linn Energy or their
direct or indirect subsidiaries, as the case may be. The Employee further agrees, except for
disclosures occurring in the good faith performance of his duties for the Company, Linn Energy or
their direct or indirect subsidiaries, during the Employment Term and for a period of one (1) year
after the Termination Date, to hold in the strictest confidence all Confidential Information, and
not to, directly or indirectly, duplicate, sell, use, lease, commercialize, disclose or otherwise
divulge to any person or entity any portion of the Confidential Information or use any Confidential
Information, directly or indirectly, for his own benefit or profit or allow any person, entity or
third party, other than the Company, Linn Energy or their direct or indirect subsidiaries and
authorized executives of the same, to use or otherwise gain access to any Confidential Information.
The Employee will have no obligation under this Agreement with respect to any information that
becomes generally available to the public other than as a result of a disclosure by the Employee or
his agent or other representative or becomes available to the Employee on a non-confidential basis
from a source other than the Company, Linn Energy or their direct or indirect subsidiaries.
Further, the Employee will have no obligation under this Agreement to keep confidential any of the
Confidential Information to the extent that a disclosure of it is required by law or is consented
to by the Company or Linn Energy; provided, however, that if and when such a disclosure is required
by law, the Employee promptly will provide the Company with notice of such requirement, so that the
Company may seek an appropriate protective order.
7.2 Return of Property. Employee agrees to deliver promptly to the Company, upon
termination of his employment hereunder, or at any other time when the Company so requests,
all documents relating to the business of the Company, Linn Energy or their direct or indirect
subsidiaries, including without limitation: all geological and geophysical reports and related data
such as maps, charts, logs, seismographs, seismic records and other reports and related data,
calculations, summaries, memoranda and opinions relating to the foregoing, production records,
electric logs, core data, pressure data, lease files, well files and records, land files,
abstracts,
- 11 -
title opinions, title or curative matters, contract files, notes, records, drawings,
manuals, correspondence, financial and accounting information, customer lists, statistical data and
compilations, patents, copyrights, trademarks, trade names, inventions, formulae, methods,
processes, agreements, contracts, manuals or any documents relating to the business of the Company,
Linn Energy or their direct or indirect subsidiaries and all copies thereof and therefrom;
provided, however, that the Employee will be permitted to retain copies of any documents or
materials of a personal nature or otherwise related to the Employee’s rights under this Agreement.
7.3 Non-Compete Obligations.
(a) Non-Compete Obligations During Employment Term. The Employee agrees that during the
Employment Term:
(i) the Employee will not, other than through the Company, engage or
participate in any manner, whether directly or indirectly through any family member
or as an employee, employer, consultant, agent, principal, partner, more than one
percent shareholder, officer, director, licensor, lender, lessor or in any other
individual or representative capacity, in any business or activity which is engaged
in leasing, acquiring, exploring, producing, gathering or marketing hydrocarbons and
related products; [provided that the foregoing shall not be deemed to restrain the
participation by Employee’s spouse in any capacity set forth 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 participation by Employee’s spouse in any such
competitive business or activity]; and
(ii) all investments made by the Employee (whether in his own name or in the
name of any family members or other nominees or made by the Employee’s controlled
affiliates), which relate to the leasing, acquisition, exploration, production,
gathering or marketing of hydrocarbons and related products will be made solely
through the Company; and the Employee will not (directly or indirectly through any
family members or other persons), and will not permit any of his controlled
affiliates to: (A) invest or otherwise participate alongside the Company or its
direct or indirect subsidiaries in any Business Opportunities, or (B) invest or
otherwise participate in any business or activity relating to a Business
Opportunity, regardless of whether any of the Company or its direct or indirect
subsidiaries ultimately participates in such business or activity, in either case,
except through the Company. Notwithstanding the foregoing, 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 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, provided that
Employee has no active role with respect to any investment by such fund in any
entity.
(b) Non-Compete Obligations After Termination Date. The Employee agrees that the
Employee will not engage or participate in any manner, whether directly or indirectly
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through any family member or other person or as an employee, employer, consultant, agent
principal, partner, more than one percent shareholder, officer, director, licensor, lender,
lessor or in any other individual or representative capacity:
(i) during the one (1) year period following the Termination Date, in any
business or activity which is engaged in leasing, acquiring, exploring, producing,
gathering or marketing hydrocarbons and related products within (A) any county or
parish in which the Company owns any oil and gas interests or conducts operations on
the Termination Date or in which the Company has owned any oil and gas interests or
conducted operations at any time during the six months immediately preceding the
Termination Date or (B) any county or parish adjacent to any county or parish
described in clause (A); and
(ii) during the one (1) year period following the Termination Date, in any
business or activity which is in direct competition with the business of the Company
or its direct or indirect subsidiaries in the leasing, acquiring, exploring,
producing, gathering or marketing of hydrocarbons and related products within the
boundaries of, or within a two-mile radius of the boundaries of, any mineral
property interest of any of the Company or its direct or indirect subsidiaries
(including, without limitation, a mineral lease, overriding royalty interest,
production payment, net profits interest, mineral fee interest or option or right to
acquire any of the foregoing, or an area of mutual interest as designated pursuant
to contractual agreements between the Company and any third party) or any other
property on which any of the Company or its direct or indirect subsidiaries has an
option, right, license or authority to conduct or direct exploratory activities,
such as three-dimensional seismic acquisition or other seismic, geophysical and
geochemical activities (but not including any preliminary geological mapping), as of
the Termination Date or as of the end of the six-month period following such
Termination Date; provided that, this subsection (ii) will not preclude the Employee
from making investments in securities of oil and gas companies which are registered
on a national stock exchange, if (A) the aggregate amount owned by the Employee and
all family members and affiliates does not exceed 5% of such company’s outstanding
securities, and (B) the aggregate amount invested in such investments by the
Employee and all family members and affiliates after the date hereof does not exceed
$500,000.
Notwithstanding the foregoing, nothing in this Section 7.3 shall be deemed to restrain the
participation by Employee’s spouse in any capacity set forth above in any business or activity
described above.
(c) Not Applicable Following Change of Control Termination. The Employee will not be
subject to the covenants contained in this Section 7.3 and such covenants will not
be enforceable against the Employee from and after the date that the Employee’s employment
is terminated within one (1) year after a Change of Control.
7.4 Non-Solicitation. During the Employment Term and for a period of one (1) year
after the Termination Date, the Employee will not, whether for his own account or for the account
of any other Person (other than the Company or its direct or indirect subsidiaries), intentionally
solicit, endeavor to entice away from the Company or its direct or indirect subsidiaries, or
otherwise interfere with the relationship of the Company or its direct or indirect
- 13 -
subsidiaries
with, (a) any person who is employed by the Company or its direct or indirect subsidiaries
(including any independent sales representatives or organizations), or (b) any client or customer
of the Company or its direct or indirect subsidiaries.
7.5 Assignment of Developments. The Employee assigns and agrees to assign without
further compensation to the Company and its successors, assigns or designees, all of the Employee’s
right, title and interest in and to all Business Opportunities and Intellectual Property (as those
terms are defined below), and further acknowledges and agrees that all Business Opportunities and
Intellectual Property constitute the exclusive property of the Company.
For purposes of this Agreement, “Business Opportunities” means all business ideas,
prospects, proposals or other opportunities pertaining to the lease, acquisition, exploration,
production, gathering or marketing of hydrocarbons and related products and the exploration
potential of geographical areas on which hydrocarbon exploration prospects are located, which are
developed by the Employee during the Employment Term, or originated by any third party and brought
to the attention of the Employee during the Employment Term, together with information relating
thereto (including, without limitation, geological and seismic data and interpretations thereof,
whether in the form of maps, charts, logs, seismographs, calculations, summaries, memoranda,
opinions or other written or charted means).
For purposes of this Agreement, “Intellectual Property” shall mean all ideas,
inventions, discoveries, processes, designs, methods, substances, articles, computer programs and
improvements (including, without limitation, enhancements to, or further interpretation or
processing of, information that was in the possession of the Employee prior to the date of this
Agreement), whether or not patentable or copyrightable, which do not fall within the definition of
Business Opportunities, which the Employee discovers, conceives, invents, creates or develops,
alone or with others, during the Employment Term, if such discovery, conception, invention,
creation or development (A) occurs in the course of the Employee’s employment with the Company, or
(B) occurs with the use of any of the time, materials or facilities of the Company or its direct or
indirect subsidiaries, or (C) in the good faith judgment of the Board, relates or pertains in any
material way to the purposes, activities or affairs of the Company or its direct or indirect
subsidiaries.
7.6 Injunctive Relief. The Employee acknowledges that a breach of any of the covenants
contained in this Section 7 may result in material, irreparable injury to the Company for
which there is no adequate remedy at law, that it may not be possible to measure damages for such
injuries precisely and that, in the event of such a breach or threat of breach, the Company may be
entitled to obtain a temporary restraining order and/or a preliminary or permanent injunction
restraining the Employee from engaging in activities prohibited by this Section 7 or such
other relief as may be required to specifically enforce any of the covenants in this Section
7. To the extent that the Company seeks a temporary restraining order (but not a preliminary or
permanent injunction), the Employee agrees that a temporary restraining order may be obtained ex
parte, to the extent provided by Texas law.
7.7 Adjustment of Covenants. The parties consider the covenants and restrictions
contained in this Section 7 to be reasonable. However, if and when any such covenant or
restriction is found to be void or unenforceable and would have been valid had some part of it been
deleted or had its scope of application been modified, such covenant or restriction will be deemed
to have been applied with such modification as would be necessary and consistent with the intent of
the parties to have made it valid, enforceable and effective.
- 14 -
7.8 Forfeiture Provision.
(a) Detrimental Activities. If the Employee engages in any activity that violates any
covenant or restriction contained in this Section 7, in addition to any other remedy
the Company may have at law or in equity, (i) the Employee will be entitled to no further
payments or benefits from the Company under this Agreement or otherwise, except for any
payments or benefits required to be made or provided under applicable law, (ii) all
unexercised Unit options, restricted Units and other forms of equity compensation held by or
credited to the Employee will terminate effective as of the date on which the Employee
engages in that activity, unless terminated sooner by operation of another term or condition
of this Agreement or other applicable plans and agreements, and (iii) any exercise, payment
or delivery pursuant to any equity compensation award that occurred within one year prior to
the date on which the Employee engages in that activity may be rescinded within one year
after the first date that a majority of the members of the Board first became aware that the
Employee engaged in that activity. In the event of any such rescission, the Employee will
pay to the Company the amount of any gain realized or payment received as a result of the
rescinded exercise, payment or delivery, in such manner and on such terms and conditions as
may be required.
(b) Right of Set-Off. The Employee consents to a deduction from any amounts the Company
owes the Employee from time to time (including amounts owed as wages or other compensation,
fringe benefits, or vacation pay, as well as any other amounts owed to the Employee by the
Company), to the extent of the amounts the Employee owes the Company under Section
7.8(a) above. Whether or not the Company elects to make any set-off in whole or in part,
if the Company does not recover by means of set-off the full amount the Employee owes,
calculated as set forth above, the Employee agrees to pay immediately the unpaid balance to
the Company. In the discretion of the Board, reasonable interest may be assessed on the
amounts owed, calculated from the later of (i) the date the Employee engages in the
prohibited activity and (ii) the applicable date of exercise, payment or delivery.
(c) Forfeiture by Company. In the event that Company fails to timely and fully pay to
Employee all Severance Benefits or Change of Control Benefits due under this Agreement, then
Company shall forfeit all right to enforce this Article 7.
8. Miscellaneous.
8.1 Assignment; Successors; Binding Agreement. This Agreement may not be assigned by
either party, whether by operation of law or otherwise, without the prior written consent of the
other party, except that any right, title or interest of the Company arising out of this Agreement
may be assigned to any corporation or entity controlling, controlled by, or under common control
with the Company, or succeeding to the business and substantially all of the assets of the Company
or any affiliates for which the Employee performs substantial services. Subject to the foregoing,
this Agreement will be binding upon and will inure to the benefit of the
parties and their respective heirs, legatees, devisees, personal representatives, successors
and assigns.
8.2 Modification and Waiver. Except as otherwise provided below, no provision of this
Agreement may be modified, waived, or discharged unless such waiver, modification or discharge is
duly approved by the Board and is agreed to in writing by the Employee and such officer(s) as may
be specifically authorized by the Board to effect it. No waiver by any party of
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any breach by any
other party of, or of compliance with, any term or condition of this Agreement to be performed by
any other party, at any time, will constitute a waiver of similar or dissimilar terms or conditions
at that time or at any prior or subsequent time.
8.3 Entire Agreement. This Agreement embodies the entire understanding of the parties
hereof, and, upon the Effective Date, will supersede all other oral or written agreements or
understandings between them regarding the subject matter hereof. No agreement or representation,
oral or otherwise, express or implied, with respect to the subject matter of this Agreement, has
been made by either party which is not set forth expressly in this Agreement.
8.4 Governing Law. The validity, interpretation, construction and performance of this
Agreement will be governed by the laws of the State of Texas other than the conflict of laws
provision thereof.
8.5 Consent to Jurisdiction and Service of Process.
(a) Section 7 Disputes. In the event of any dispute, controversy or claim between the
Company and the Employee arising out of or relating to the interpretation, application or
enforcement of the provisions of Section 7, the Company and the Employee agree and
consent to the personal jurisdiction of the state district courts located within Xxxxxx
County, Texas and/or the United States District Court for the Southern District of Texas,
Houston Division for resolution of the dispute, controversy or claim, and that those courts,
and only those courts, shall have any jurisdiction to determine any dispute, controversy or
claim related to, arising under or in connection with Section 7 of this Agreement.
The Company and the Employee also agree that those courts are convenient forums for the
parties to any such dispute, controversy or claim and for any potential witnesses and that
process issued out of any such court or in accordance with the rules of practice of that
court may be served by mail or other forms of substituted service to the Company at the
address of its principal executive offices and to the Employee at his last known address as
reflected in the Company’s records.
(b) Disputes Other Than Under Section 7. In the event of any dispute relating to this
Agreement, other than a dispute relating solely to Section 7, the parties will use
their best efforts to settle the dispute, claim, question, or disagreement. To this effect,
they will consult and negotiate with each other in good faith and, recognizing their mutual
interests, attempt to reach a just and equitable solution satisfactory to both parties. If
such a dispute cannot be settled through negotiation, the parties agree first to try in good
faith to settle the dispute by mediation administered by the American Arbitration
Association under its Employment Mediation Procedures before resorting to arbitration,
litigation, or some other dispute resolution procedure. If the parties do not reach such
solution through negotiation or mediation within a period of sixty (60) days, then, upon
notice by either party to the other, all disputes, claims, questions, or differences shall
be resolved exclusively by arbitration administered by the American Arbitration Association
under the Employment Arbitration Rules and before a single neutral arbitrator. If
arbitration is elected by one party, the other is bound to submit itself and all
disputes to arbitration. The arbitrator will be selected by agreement of the parties or, if
they do not agree on an arbitrator within thirty (30) days after either party has notified
the other of his or its desire to have the question settled by arbitration, then the
arbitrator will be selected pursuant to the Employment Arbitration Rules of the American
Arbitration Association. The decision of the Arbitrator shall be final and binding, and may
be enforced in any
- 16 -
court with jurisdiction. Unless otherwise mutually agreed by the parties
in writing, any such arbitration shall take place in Houston, Texas.
8.6 Taxes. The Company will withhold from any amounts payable under the Agreement all
federal, state, local or other taxes as legally will be required to be withheld.
8.7 Notices. All notices, consents, waivers, and other communications under this
Agreement must be in writing and will be deemed to have been duly given when (a) delivered by hand
(with written confirmation of receipt), (b) sent by facsimile (with written confirmation of
receipt), provided that a copy is mailed by registered mail, return receipt requested, or (c) when
received by the addressee, if sent by a nationally recognized overnight delivery service (receipt
requested), in each case to the appropriate addresses and facsimile numbers set forth below (or to
such other addresses and facsimile numbers as a party may designate by notice to the other
parties):
to the Company, to:
Attn: General Counsel
Linn Energy, LLC
000 Xxxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxxxxxxxxx 00000
Linn Energy, LLC
000 Xxxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxxxxxxxxx 00000
to the Employee, to:
&
nbsp;
&
nbsp;
&
nbsp;
Addresses may be changed by written notice sent to the other party at the last recorded address of
that party.
8.8 Severability. The invalidity or unenforceability of any provision or provisions of
this Agreement will not affect the validity or enforceability of any other provision of this
Agreement, which will remain in full force and effect.
8.9 Counterparts. This Agreement may be executed in one or more counterparts, each of
which will be deemed to be an original but all of which together will constitute one and the same
instrument.
8.10 Headings. The headings used in this Agreement are for convenience only, do not
constitute a part of the Agreement, and will not be deemed to limit, characterize, or affect in any
way the provisions of the Agreement, and all provisions of the Agreement will be construed as if no
headings had been used in the Agreement.
8.11 Construction. As used in this Agreement, unless the context otherwise requires:
(a) the terms defined herein will have the meanings set forth herein for all purposes; (b)
references to “Section” are to a section hereof; (c) “include,” “includes” and “including” are
deemed to be followed by “without limitation” whether or not they are in fact followed by such
words or words of like import; (d) “writing,” “written” and comparable terms refer to printing,
typing, lithography and other means of reproducing words in a visible form; (e) “hereof,” “herein,”
“hereunder” and comparable terms refer to the entirety of this Agreement and not to
- 17 -
any particular
section or other subdivision hereof or attachment hereto; (f) references to any gender include
references to all genders; and (g) references to any agreement or other instrument or statute or
regulation are referred to as amended or supplemented from time to time (and, in the case of a
statute or regulation, to any successor provision).
8.12 Capacity; No Conflicts. The Employee represents and warrants to the Company that:
(i) he has full power, authority and capacity to execute and deliver this Agreement, and to perform
his obligations hereunder, (ii) such execution, delivery and performance will not (and with the
giving of notice or lapse of time, or both, would not) result in the breach of any agreement or
other obligation to which he is a party or is otherwise bound, and (iii) this Agreement is his
valid and binding obligation, enforceable in accordance with its terms. Xxxxxxx X. Xxxx warrants
and represents that he has actual authority to enter into this Agreement as the authorized act of
the indicated entities.
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IN
WITNESS WHEREOF, the parties have duly executed this Agreement as of
the 22nd day of
November, 2006.
| LINN OPERATING, INC. | ||||||
| By: | /s/ Xxxxxxx X. Xxxx | |||||
| Name: | Xxxxxxx X. Xxxx | |||||
| Title: | Chairman, President and Chief Executive Officer | |||||
| EMPLOYEE | ||||||
| /s/ Xxxx X. Xxxxx | ||||||
| Xxxx X. Xxxxx | ||||||
| For the limited purposes set forth herein: | ||||||
| LINN ENERGY, LLC | ||||||
| By: | /s/ Xxxxxxx X. Xxxx | |||||
| Name: | Xxxxxxx X. Xxxx | |||||
| Title: | Chairman, President and Chief Executive Officer | |||||
- 19 -
