LONG-TERM INCENTIVE PLAN

Exhibit 10.4

This Restricted Unit grant agreement (“ Grant Agreement ”) is made and entered into effective as of [Grant Date], (the “ Grant Date ”) by and between LINN ENERGY, LLC, a Delaware limited liability company (together with its subsidiaries, the “ Company ”), and [Executive] (“ Participant ”).

WHEREAS , the Company considers it to be in its best interest that Participant be given a proprietary interest in the Company and an added incentive to advance the interests of the Company; and

WHEREAS , the Company desires to accomplish such objectives by granting Participant Restricted Units pursuant to the Linn Energy, LLC Amended and Restated Long-Term Incentive Plan, as amended which is attached hereto as Appendix A and incorporated by reference herein (the “ Plan ”);

NOW, THEREFORE , in consideration of the mutual agreements hereinafter set forth, the parties hereby agree as follows:

2.    Vesting and Restricted Period.   Except as otherwise provided herein, the Restricted Period with respect to one third (1/3) of the Restricted Units granted hereby shall lapse on January 19, [_______] , the Restricted Period with respect to an additional one third (1/3) of the Restricted Units granted hereby shall lapse on January 19, [_______] , and the Restricted Period with respect to the final one third (1/3) of the Restricted Units granted hereby shall lapse on January 19, [_______] .  Upon the termination of the Restricted Period with respect to a Restricted Unit, such Restricted Unit shall vest in full and no longer be subject to forfeiture, and shall no longer be deemed a Restricted Unit.

3.    General Restrictions.   The Restricted Units shall not be assignable or transferable except as expressly provided in the Plan or by the Committee in its sole discretion.

4.    Termination by Company other than for Cause.   Upon the termination by the Company of Participant’s service relationship with the Company other than for Cause (as defined herein and as determined by the Committee in its sole discretion), all Restricted Periods established hereunder shall automatically and immediately terminate and all outstanding Restricted Units granted hereby shall automatically and immediately vest in full.  The Company will have “Cause” to terminate the Participant’s employment by reason of any of the following: (i) the Participant’s conviction of, or plea of nolo contendere to, any felony or to any crime or offense causing substantial harm to any of the Company 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 Participant’s repeated intoxication by alcohol or drugs during the performance of his duties; (iii) the Participant’s willful and intentional misuse of any

of the funds of the Company or its direct or indirect subsidiaries; (iv) embezzlement by the Participant; (v) the Participant’s willful and material misrepresentations or concealments on any written reports submitted to any of the Company or its direct or indirect subsidiaries; (vi)the Participant’s willful and intentional material breach of [Employment Agreement, dated _____ among Participant, the Company and Linn Operating, Inc. (the “Employment Agreement”)]; (vii) the Participant’s willful and material failure to follow or comply with the reasonable and lawful written directives of the Board of Directors of the Company (the “Board”); or (viii) conduct constituting a material breach by the Participant of the Company’s then current (A) Code of Business Conduct and Ethics, and any other written policy referenced therein, (B) Code of Ethics for Chief Executive Officer and Senior Financial Officers, if applicable, provided that in each case the Participant knew or should have known such conduct to be a breach. “Cause” shall not include actions or inactions taken or not taken in good faith or at the direction of the Board or of the Company’s legal counsel .

5.    Termination by Participant with Good Reason.   Upon the ter