EX-10.5






Exhibit 10.5




KING PHARMACEUTICALS, INC.




INCENTIVE PLAN




LONG-TERM PERFORMANCE UNIT AWARD CERTIFICATE

(THREE YEAR PERFORMANCE CYCLE)




     This Certificate, when executed by a duly authorized officer of King Pharmaceuticals, Inc.
(the “Company”), evidences the grant by the Company to the Participant named below of a Long-Term
Performance Unit Award.



	 	 	 	 	 	 	 
	1.

	 	Name of Participant:
	 	 	 	[Participant Name]
	 
	 	 	 	 	 	 
	2.

	 	Social Security Number of Participant:
	 	 	 	[Social Security Number]
	 
	 	 	 	 	 	 
	3.

	 	Date of Grant:
	 	 	 	[Grant Date]
	 
	 	 	 	 	 	 
	4.

	 	Type of Grant:
	 	 	 	[Grant Type]
	 
	 	 	 	 	 	 
	5.

	 	Target Number of	 	 	 	 
	 

	 	Long-Term Performance Units:
	 	 	 	[Number of Shares Granted]
	 
	 	 	 	 	 	 
	6.

	 	Performance Cycle:
	 	 	 	The Performance Cycle
shall begin on January 1,
2009 and end on December
31, 2011.
	 
	 	 	 	 	 	 
	7.

	 	Vesting Date:
	 	 	 	December 31, 2011, except
as otherwise set forth in
the Long-Term Performance
Unit Award Agreement.
	 
	 	 	 	 	 	 
	8.

	 	Date of Payment:
	 	 	 	Between January 1 and
March 15, 2011, except as
otherwise set forth in the
Long-Term Performance Unit
Award Agreement.
	 
	 	 	 	 	 	 
	9.

	 	Performance Goals:
	 	 	 	The number of Long-Term Performance Units
earned by the Participant

	
 shall be
determined in accordance with the following grid. If the actual performance results fall between
two of the categories listed below, straight-line interpolation will be used to determine the
amount earned. Total Shareholder Return shall be calculated in the manner set forth in Exhibit 1
hereto and compared to the peer group identified in Exhibit 1.











	 	 	 
	King Pharmaceuticals, Inc. Percentile in	 	 
	Total Shareholder Return vs. companies included in the Dow	 	Payout-Percent of Target
	Jones U.S. Pharmaceuticals Index	 	Long-Term Performance Units
	During the Performance Cycle	 	Granted
	70th percentile +
	 	200%
	70th percentile
	 	200%
	50th percentile
	 	100%
	30th percentile
	 	50%
	 
	<30th percentile
	 	0% (no payout)
	 





 









 






     This Long-Term Performance Unit Award is subject to and governed by the terms of this
Long-Term Performance Unit Award Certificate, the Long-Term Performance Unit Award Agreement
attached hereto and incorporated by reference herein and the Company’s Incentive Plan.



	 	 	 	 	 
	 	KING PHARMACEUTICALS, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	Brian A. Markison 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 




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LONG-TERM PERFORMANCE UNIT AWARD AGREEMENT

(THREE YEAR PERFORMANCE CYCLE)

PURSUANT TO THE KING PHARMACEUTICALS, INC.

INCENTIVE PLAN





     This Long-Term Performance Unit Award Agreement (the “Agreement”) is made as of the date set
forth on the Long-Term Performance Unit Award Certificate attached hereto (the “Grant Date”) by
King Pharmaceuticals, Inc. (the “Company”) and the individual identified on the Long-Term
Performance Unit Award Certificate (the “Participant”) to grant a Long-Term Performance Unit Award
by the Company to the Participant on the terms and conditions set forth below:




	 	1.	 	LONG-TERM PERFORMANCE UNIT AWARD. 





     As of the Grant Date, subject to the terms, conditions and restrictions set forth herein, the
Company grants and issues to the Participant a Long-Term Performance Unit Award for such number of
Long-Term Performance Units as indicated on the Long-Term Performance Unit Award Certificate (the
“Long-Term Performance Units”) which may be earned during the Performance Cycle as indicated on the
Long-Term Performance Unit Award Certificate if the Performance Goals set forth on the Long-Term
Performance Unit Award Certificate are met.




	 	2.	 	GOVERNING PLAN.





     The Long-Term Performance Unit Award shall be granted pursuant to and (except as specifically
set forth herein) subject in all respects to the applicable provisions of the King Pharmaceuticals,
Inc. Incentive Plan (“Plan”), which are incorporated herein by reference. Terms not otherwise
defined in this Agreement have the meanings ascribed to them in the Plan.




	 	3.	 	CALCULATION OF EARNED LONG-TERM PERFORMANCE UNITS. 





     The Committee, in its sole discretion, will determine the number of Long-Term Performance
Units earned by the Participant at the end of the Performance Cycle based on the attainment of the
Performance Goals as set forth on the Long-Term Performance Unit Award Certificate. The number of
shares of Common Stock ultimately earned and paid, if any, for such Long-Term Performance Units
will be determined based on the number of Long-Term Performance Units actually earned and vested at
the end of the Performance Cycle as set forth in Section 4 below, with one share of Common Stock
granted to the Participant for every earned and vested Long-Term Performance Unit.




	 	4.	 	VESTING OF LONG-TERM PERFORMANCE UNITS. 





     Long-Term Performance Units earned will vest as set forth below:



          (a) Provided the Participant has continued employment through the end of the Performance
Cycle, one hundred percent (100%) of the earned Long-Term Performance Units will vest on the last
day of the Performance Cycle as set forth in the Long-Term Performance Unit Award Certificate; or




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          (b) In the event of the Participant’s Separation from Service by reason of death, Disability,
Approved Retirement, Cause or resignation during the Performance Cycle, the vesting, forfeiture and
payment of Long-Term Performance Units shall be determined according to Section 9.2 and Section
13.5 of the Plan, which requires that all payments comply with Section 409A of the Code. The
portion of any Long-Term Performance Units which vest upon one of the events discussed above
pursuant to Section 9.2 of the Plan shall be paid to the Participant as soon as reasonably
practicable, with the payment date determined by the Company in its sole discretion. In the case
of Approved Retirement, the payment due to the Participant under Section 9.2(c)(iii) shall be
calculated as if the target performance for each Long-Term Performance Unit had, in fact, been
achieved.





	 	5.	 	FORM AND TIMING OF PAYMENT. 





     All payments of vested Long-Term Performance Units pursuant to this Agreement will be made in
the form of shares of Common Stock. Except as otherwise provided in this Agreement, payment will be
made by the Date of Payment set forth in the Long-Term Performance Unit Award Certificate;
provided, however, if, the Participant is a “specified employee” (as defined under Section 409A of
the Code) then a payment due upon his or her Separation from Service, if required by Section 409A
of the Code, will be made six months after the date of such Separation from Service.




	 	6.	 	VOTING AND DIVIDEND RIGHTS.





     Except as specifically set forth in this Agreement, the Participant shall not have voting or
any other rights as a shareholder of the Company with respect to Long-Term Performance Units. The
Participant will obtain full voting and other rights as a shareholder of the Company upon the
payment of the Long-Term Performance Units in shares of Common Stock as provided in Section 5
above.




	 	7.	 	ADDITIONAL AGREEMENTS.





              (a) Tax Matters. The Long-Term Performance Units granted are subject to appropriate
income tax withholding and other deductions required by applicable laws or regulations, and
Participant and his successors will be responsible for all income and other taxes payable as a
result of a payout under the Long-Term Performance Units or otherwise in connection with this
Agreement. The Company will have the power and the right to deduct or withhold, or require the
Participant or the Participant’s beneficiary to remit to the Company, the minimum necessary amount
to satisfy federal, state, and local taxes, domestic or foreign, required by law or regulation to
be withheld with respect to any taxable event arising as a result of this Agreement. The Company
is not required to provide any gross-up or other tax assistance. With respect to withholding
required upon any taxable event arising as a result of the Long-Term Performance Units granted
hereunder, the Company, unless notified otherwise by the Participant in writing within thirty (30)
days prior to the taxable event, will satisfy the tax withholding requirement by withholding shares
of Common Stock having a Fair Market Value, equal to the total minimum statutory tax required to be
withheld on the transaction. The Participant agrees to pay to the Company and/or its Subsidiaries
any amount of tax that the Company, its and/or its




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Subsidiaries may be required to withhold as a result of the Participant’s participation in the Plan
that cannot be satisfied by the means previously described.




          (b) Independent Advice; No Representations. Participant acknowledges that (i) (s)he
was free to use professional advisors of her/his choice in connection with this Agreement, has
received advice from her/his professional advisors in connection with this Agreement, understands
its meaning and import, and is entering into this Agreement freely and without coercion or duress;
and (ii) (s)he has not received and is not relying upon any advice, representations or assurances
made by or on behalf of the Company or any Company affiliate or any employee of or counsel to the
Company regarding any tax (including the application of Section 409A of the Code) or other effects
or implications of the Long-Term Performance Units or other matters contemplated by this Agreement.




          (c) Value of Long-Term Performance Units. No representations or promises are made to
Participant regarding the value of the Long-Term Performance Units or Company’s business prospects.
Participant acknowledges that information about investment in Company stock, including financial
information and related risks, is contained in Company’s SEC reports which have been made available
for Participant’s review at any time before Participant’s acceptance of this Agreement. Further,
Participant understands that the Company does not provide tax or investment advice and acknowledges
Company’s recommendation that Participant consult with independent specialists regarding such
matters. Sale or other transfer of the Company stock may be limited by and subject to Company
policies as well as applicable securities laws and regulations.




          (d) Adjustment in Capitalization. In the event of an Adjustment Event that is a
merger, consolidation, reorganization, liquidation, dissolution or other similar transaction, then
the Award pursuant to Section 1 of this Agreement shall be deemed to pertain to the securities and
other property, including cash, to which a holder of the number of Long-Term Performance Units
would have been entitled to receive in connection with such Adjustment Event.




          (e) Change of Control. Upon a Change of Control, vesting, forfeiture and payment
shall occur with respect to the Long Term Performance Units in accordance with Article 11 of the
Plan.




          (f) No Right to Continued Employment. This Agreement does not confer upon Participant
any right to continue as an employee of the Company or its subsidiary or to any particular
employment tenure, nor does it limit in any way the right of Company or its subsidiary to terminate
Participant’s services to the Company or its subsidiary at any time, with or without cause.




          (g) Nontransferability. Long-Term Performance Units awarded pursuant to this
Agreement may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated (a
“Transfer”) other than by will or by the laws of descent and distribution, except as provided in
the Plan. If any Transfer, whether voluntary or involuntary, of Long-Term Performance Units is
made, or if any attachment, execution, garnishment, or lien will be issued against or placed upon
the Long-Term Performance Units, the Participant’s right to such Long-



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Term Performance Units will be immediately forfeited to the Company, and this Agreement will lapse.




          (h) Approved Retirement. “Approved Retirement” means, with respect to the interpretation of
the Plan and this Agreement, with the express consent of the Company at or before the time of such
Approved Retirement, which consent may be withheld for any or no reason, any voluntary termination
of employment by the Participant after having reached the age of fifty-five (55) years and after
having completed at least fifteen (15) years of continuous employment with the Company.





	 	8.	 	GENERAL.





          (a) Successors and Assigns. This Agreement is personal in its nature and Participant
may not assign or transfer his/her rights under this Agreement.




          (b) Notices. Any notices, demands or other communications required or desired to be
given by any party shall be in writing and shall be validly given to another party if served either
personally or if deposited in the United States mail, certified or registered, postage prepaid,
return receipt requested. If such notice, demand or other communication shall be served
personally, service shall be conclusively deemed made at the time of such personal service. If
such notice, demand or other communication is given by mail, such notice shall be conclusively
deemed given forty-eight (48) hours after the deposit thereof in the United States mail addressed
to the party to whom such notice, demand or other communication is to be given as hereinafter set
forth:




	 	 	 	 	 
	To the Company:

	 	 	 	King Pharmaceuticals, Inc.
	 

	 	 	 	400 Crossing Boulevard
	 

	 	 	 	Bridgewater, NJ 08807
	 

	 	 	 	Attention: Human Resources






     To Participant: At his/her address of record as maintained in the Company’s files.


Any party may change its address for the purpose of receiving notices, demands and other
communications by providing written notice to the other party in the manner described in this
paragraph.




          (c) Entire Agreement. Except as this Agreement may expressly provide otherwise, this
Agreement, the Long-Term Performance Unit Award Certificate and the Plan constitute the entire
agreement and understanding of the Company and Participant with respect to the subject matter
hereof and thereof, and supersede all prior written or verbal agreements and understandings between
Participant and the Company relating to such subject matter. Except as required by applicable law,
this Agreement may only be amended by written instrument signed by Participant and an authorized
officer of the Company.




          (d) Governing Law; Severability. This Agreement will be construed and interpreted
under the laws of the State of Tennessee applicable to agreements executed and to be wholly
performed within the State of Tennessee. If any provision of this Agreement as applied to any
party or to any circumstance is adjudged by a court of competent jurisdiction to be void or




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unenforceable for any reason, the invalidity of that provision shall in no way affect (to the
maximum extent permissible by law) the application of such provision under circumstances different
from those adjudicated by the court, the application of any other provision of this Agreement, or
the enforceability or invalidity of this Agreement as a whole. If any provision of this Agreement
becomes or is deemed invalid, illegal or unenforceable in any jurisdiction by reason of the scope,
extent or duration of its coverage, then such provision shall be deemed amended to the extent
necessary to conform to applicable law so as to be valid and enforceable or, if such provision
cannot be so amended without materially altering the intention of the parties, then such provision
will be stricken and the remainder of this Agreement shall continue in full force and effect.




          (e) Remedies. All rights and remedies provided pursuant to this Agreement or by law
shall be cumulative, and no such right or remedy shall be exclusive of any other. A party may
pursue any one or more rights or remedies hereunder or may seek damages or specific performance in
the event of another party’s breach hereunder or may pursue any other remedy by law or equity,
whether or not stated in this Agreement.




          (f) Interpretation. Headings herein are for convenience of reference only, do not
constitute a part of this Agreement, and will not affect the meaning or interpretation of this
Agreement. References herein to Sections are references to the referenced Section hereof, unless
otherwise specified.




          (g) Waivers; Amendments. The waiver by either party of a breach of any provision of
this Agreement shall not operate or be construed as a waiver of any later breach of that provision.
Except as required by applicable law, this Agreement may be modified only by written agreement
signed by Participant and the Company.




[Remainder of page intentionally left blank.]





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EXHIBIT 1

to Long-Term Performance Unit Award Certificate

pursuant to the

King Pharmaceuticals, Inc. Incentive Plan




Calculation of Total Shareholder Return



Peer Group: Companies included in the Dow Jones Pharmaceutical Index on December 31, 2011.



Total Shareholder Return: Change in stock price of each company in the Peer Group determined over
the Performance Cycle.



Total Shareholder Return shall be calculated as follows: Ending stock price — Beginning stock price
+ Dividends / Beginning stock price



Ending stock price is defined as the average closing stock price for the thirty day trading period
prior to and including the last day of the Performance Cycle.



Beginning stock price is defined as the average closing stock price for the thirty day trading-
period prior to the commencement of the Performance Cycle.



Dividends are assumed reinvested on a quarterly basis.




Exhibit 1-1