LINN ENERGY, LLC LONG-TERM INCENTIVE PLAN FORM OF EXECUTIVE OPTION AGREEMENT

Exhibit 10.3

This option agreement (“ Option 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 affording Participant an option to purchase 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 ”). Unless otherwise defined herein, capitalized terms shall have the meaning given such terns in the Plan.

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

1.    Grant of Option.  The Company hereby grants to Participant an option (the “ Option ”) to purchase all or any part of an aggregate of [________] Units, under and subject to the terms and conditions of this Option Agreement and the Plan.

2.    Purchase Price.   The purchase price for each Unit to be purchased hereunder shall be $ [______] (the “ Exercise Price ”).

3.    Vesting and Option Period.   Participant may exercise the Option in whole or in part.  Except as otherwise provided herein, the Option shall become vested and exercisable with respect to one third (1/3) of the covered Units on January 19, [_______], with respect to an additional one third (1/3) of the covered Units on January 19, [_______] and with respect to the final one third (1/3) of the covered Units on January 19, [_______].  Prior to such time, no portion of the Option shall be exercisable unless its exercisability is accelerated as provided in this Option Agreement or the Plan.  Except as provided otherwise in this Option Agreement or the Plan, the Option, to the extent not theretofore exercised, shall terminate on the expiration of ten (10) years from the date of grant of the Option; provided, however, that upon the termination Participant’s service relationship with the Company for any reason other than (a) the death or Disability (as defined herein) of the Participant or (b) termination of the Participant’s service relationship with the Company during the period beginning six months prior to and ending two years following a Change of Control, Participant may, until the earlier of (i) 90 days from the date of such termination or (ii) the expiration of the Option in accordance with this Section 3, exercise the Option, to the extent such Option had vested immediately prior to such termination

and, thereafter, the Option shall, to the extent not previously exercised, automatically terminate and become null and void.

4.    Method of Exercise and Payment.   To the extent that the Option has become exercisable, the Option may be exercised from time to time by written notice to General Counsel, in substantially the form attached hereto as Appendix B or such other form as may be approved from time to time by the Committee, accompanied by the aggregate Exercise Price for the Units to be purchased and any required tax withholding amount as may be determined in the discretion of General Counsel.  The Exercise Price and any withholding shall be payable in cash, by certified check, by bank check or other means provided for in the Plan and approved by the Committee, including without limitation by cashless-broker exercise or the withholding of Units upon the exercise of the Option.

5.    General Restrictions.   Subject to the terms of this Option Agreement and the Plan, the Option may be exercised at any time, and from time to time, in whole or in part, until the termination thereof as set forth herein, or until all Units covered by the Option shall have been purchased, whichever first occurs.  The Option shall not be assignable or transferable except as expressly provided by the Committee.

6.    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), the Option 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 Seni