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EXHIBIT 10.6.9

PAR
PHARMACEUTICAL COMPANIES, INC.




TERMS OF RESTRICTED SHARES AWARD




(Effective for 2010 Awards)




This
document sets forth the terms of the award of Restricted Shares (as defined in
Section 1.1 below) granted by PAR PHARMACEUTICAL COMPANIES, INC. (the “Company”)
pursuant to a Certificate of Restricted Shares (the “Certificate”) displayed at
the website of Smith Barney Benefits Access®.  The Certificate, which
specifies the person to whom the Restricted Shares have been awarded (the
“Participant”), other specific details of the award, and the electronic
acceptance of the Certificate at the website of Smith Barney, are incorporated
herein by reference. 




WHEREAS,
the Board of Directors (the “Board”) of the Company has authorized and approved
the Par Pharmaceutical Companies, Inc. 2004 Performance Equity Plan (the
“Plan”), which has been approved by the stockholders of the Company;  




WHEREAS,
the Plan, in part, provides for the grant of Restricted Shares to certain
employees of the Company and any Subsidiary of the Company;




WHEREAS,
pursuant to the Plan, the Committee has approved an award to the Participant of
Restricted Shares, designated in the Certificate, on the terms and conditions
set forth in the Plan and in these Terms.  Capitalized terms used but not
defined in these Terms shall have the meanings set forth in the Plan.




NOW,
THEREFORE, the parties, intending to be legally bound, agree as follows: 




1.

RESTRICTED
SHARES




1.1

Grant
of Restricted Shares.




(a)

Subject
to the terms and conditions hereinafter set forth and set forth in the Plan, the
Company grants as of the date of grant specified on the Certificate (the “Date
of Grant”) to the Participant that number of shares of common stock, par value
$.01 per share (“Common Stock”), set forth on the Certificate, and subject to
the restrictions set forth in Section 1.2 of these Terms, the terms and
conditions of the Plan and the other terms and conditions contained in these
Terms (the “Restricted Shares”).  If and when the restrictions set forth in
Section 1.2 expire in accordance with these Terms, and upon the satisfaction of
all other applicable conditions as to the Restricted Shares, such shares (and
any related stock dividends or distributions accrued under Section 1.2(a)(iii))
not forfeited pursuant to Section 1.4 hereof shall no longer be considered
Restricted Shares for purposes of these Terms.

























(b)

As
soon as practicable after the Date of Grant, the Company shall direct that a
stock certificate or certificates representing the applicable Restricted Shares
be registered in the name of, and issued to, the Participant.  Such
certificate or certificates shall be held in the custody of the Company or its
designee until such Shares have vested (or such applicable portion of the Shares
as may become vested) in accordance with the schedule in Section 1.3(a).
 On or before the date of acceptance of these Terms, the Participant has
delivered to the Company one or more stock powers endorsed in blank relating to
the Restricted Shares.




(c)

Each
certificate for the Restricted Shares shall bear the following legend (the
“Legend”):




The
ownership and transferability of this certificate and the shares of stock
represented hereby are subject to the terms and conditions (including
forfeiture) of the Par Pharmaceutical Companies, Inc. 2004 Performance Equity
Plan and the associated Terms of Restricted Shares Award entered into between
the registered owner and Par Pharmaceutical Companies, Inc.  Copies of such
Plan and Terms are on file in the executive offices of Par Pharmaceutical
Companies, Inc., 300 Tice Boulevard, Woodcliff Lake, NJ 07677.




In addition, the
stock certificate or certificates for the Restricted Shares shall be subject to
such stop-transfer orders and other restrictions as the Company may deem
advisable under the rules, regulations and other requirements of the Securities
and Exchange Commission, any stock exchange upon which Common Stock is then
listed, and any applicable federal or state securities law, and the Company may
cause a legend or legends to be placed on such certificate or certificates to
make appropriate reference to such restrictions.




(d)

As
soon as administratively practicable following the vesting of all or any portion
of the Restricted Shares, and upon the satisfaction of all other applicable
conditions as to such vested Restricted Shares, including the payment by the
Participant of all applicable withholding taxes, the Company shall deliver or
cause to be delivered to the Participant a certificate or certificates for the
applicable vested Restricted Shares that shall not bear the Legend.  




1.2

Restrictions.




(a)

Beginning
with the Date of Grant, the Participant shall have all rights and privileges of
a stockholder as to the Restricted Shares, including the right to vote and
receive dividends or other distributions with respect to the Restricted Shares,
except that the following restrictions shall apply:




(i)
 the Participant shall not be entitled to delivery of the certificate or
certificates for the Restricted Shares until such Restricted Shares are deemed
vested in accordance with the schedule in Section 1.3(a), and are not otherwise






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forfeited
pursuant to Section 1.4 hereof and upon the satisfaction of all other applicable
conditions;




(ii) 
none of the Restricted Shares may be sold, transferred, assigned, pledged or
otherwise encumbered or disposed of prior to the date such Restricted Shares are
deemed vested in accordance with the schedule in Section 1.3(a), except as
provided in Section 8.3 of the Plan or as otherwise permitted by the Committee
in its sole discretion or pursuant to rules adopted by the Committee in
accordance with the Plan; 




(iii)
 all shares of Common Stock distributed as a dividend or distribution, if
any, with respect to the Restricted Shares prior to the date such Restricted
Shares are deemed vested in accordance with the schedule in Section 1.3(a) shall
be delivered to and held by the Company and subject to the same restrictions as
the related Restricted Shares until the vesting of such Restricted Shares, and
subject to the satisfaction of all other applicable conditions; and




(iv)
 all of the Restricted Shares shall be subject to forfeiture on the terms
and conditions set forth in Section 1.4 hereof; if forfeited, the Restricted
Shares shall be returned to the Company and all rights of the Participant with
respect to the Restricted Shares shall terminate in their entirety on the terms
and conditions set forth in Section 1.4 hereof.




(b)

Any
attempt to dispose of Restricted Shares or any interest in the Restricted Shares
in a manner contrary to the restrictions set forth in these Terms shall be void
and of no effect.




1.3

Vesting.
 




(a)

Such portion of the Restricted Shares shall be deemed
vested and no longer subject to forfeiture under Section 1.4 hereof or the
restrictions set forth in Section 1.2 hereof in accordance with the following
schedule:




Vesting
Date

Vested
Percentage




1st
 Anniversary of the Date of Grant

25%

2nd
Anniversary of the Date of
Grant                                       
50%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3rd
Anniversary of the Date of Grant

75%

4th
Anniversary of the Date of Grant

100%







(b)

Notwithstanding
paragraph (a) above, upon a “Change of Control” of the Company, all rights of the Participant to the
Restricted Shares that have not vested shall immediately vest and no longer be
subject to forfeiture under Section 1.4 hereof or the restrictions set forth in
Section 1.2 hereof.  





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1.4

Forfeiture.
 




(a)

Subject
to Section 1.7 hereof, if prior to the date such Restricted Shares are
deemed vested in accordance with the schedule in Section 1.3(a), (i) the
Participant’s employment with the Company, its Affiliates and/or its
Subsidiaries is terminated for any reason, including termination by reason of
resignation, other than due to death or disability, (ii) there occurs a
material breach of these Terms by the Participant or (iii) the Participant fails
to meet the tax withholding obligations described in Section 1.5(b) hereof, all
rights of the Participant to the Restricted Shares that have not vested in
accordance with Section 1.3(a) or 1.3(b) hereof as of the date of such event
shall terminate immediately and be forfeited in their entirety.  




(b)

In
the event that the Participant’s employment with the Company, its Affiliates
and/or its Subsidiaries is terminated due to the Participant’s death or
disability prior to the fourth anniversary of the Date of Grant, the Participant
shall be deemed vested as of the date of such termination in that percentage of
the Restricted Shares which the Participant would have become vested in if the
Participant had remained employed through the next anniversary of the Date of
Grant that first occurs on or after the date of such termination, and that
number of shares shall no longer be subject to forfeiture.  The remainder
of any Restricted Shares that have not vested in accordance with the terms of
Section 1.3 or this Section 1.4(b) as of the date of the Participant’s
termination shall terminate immediately and be forfeited in their entirety.
 The determination of whether the Participant has terminated employment due
to disability shall be made in the good faith judgment of the Committee.
 




(c)

In
the event of any forfeiture under this Section 1.4 hereof, the certificate or
certificates representing the forfeited Restricted Shares shall be canceled to
the extent of any Restricted Shares that were forfeited.




1.5

Withholding.




(a)

The
Committee shall determine the amount of any withholding or other tax required by
law to be withheld or paid by the Company with respect to any income recognized
by the Participant with respect to the Restricted Shares.




(b)

The
Participant shall be required to meet any applicable tax withholding obligation
in accordance with the provisions of Article 18 of the Plan.




(c)

The
Committee shall be authorized, in its sole discretion, to establish such rules
and procedures relating to the use of shares of Common Stock to satisfy tax
withholding obligations as it deems necessary or appropriate to facilitate and
promote the conformity of the Participant’s transactions under the Plan and
these Terms with Rule 16b-3 under the Securities Exchange Act of 1934, as
amended, if such Rule is applicable to transactions by the Participant.








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1.6

Covenants
and Conditions on Awards and Recovery.




(a)

Covenants.
 As a condition for participation in the Plan and the receipt of any
benefits under these Terms, the Participant shall agree and covenant as
follows:




(i)

at
any time during the Participant’s employment with the Company, its Affiliates or
its Subsidiaries and for a period of twenty-four (24) months following the
Participant’s termination of such employment, the Participant shall not,
directly or indirectly, either (A) personally or (B) as an employee, agent,
partner, stockholder, officer or director of, consultant to, or otherwise of any
entity or person engaged in any business in which the Company, its Affiliates or
its Subsidiaries is engaged, or is actively proposing to engage at the time of
such termination of employment, engages in conduct that breaches the
Participant’s duty of loyalty to the Company, its Affiliates or its Subsidiaries
or that is in material competition with the Company, its Affiliates or its
Subsidiaries or is materially injurious to the Company, its Affiliates or its
Subsidiaries, monetarily or otherwise, which conduct shall include, but not be
limited to:  (1) disclosing or using any confidential information
pertaining to the Company, its Affiliates or its Subsidiaries; (2) any attempt,
directly or indirectly, to induce any employee of the Company, its Affiliates or
its Subsidiaries to be employed or perform services elsewhere; or (3) any
attempt, directly or indirectly, to solicit the trade of any customer or
supplier or prospective customer or supplier of the Company, its Affiliates or
its Subsidiaries; or (4) disparaging the Company, its Affiliates or its
Subsidiaries or any of their respective officers or directors.  The
determination of whether any conduct, action or failure to act falls within the
scope of activities contemplated by this Section shall be made by the Committee,
in its discretion, and shall be final and binding upon the Participant.  A
determination that any particular conduct, action or failure falls outside the
scope of activities contemplated by this Section shall not imply that, or be
determinative of whether, such conduct, action or failure is otherwise lawful or
appropriate.  For purposes of this Section, the Participant shall not be
deemed to be a stockholder of a competing entity if the Participant’s record and
beneficial ownership of equity securities of said entity amount to not more than
one percent (1%) of the outstanding equity securities of any company subject to
the periodic and other reporting requirements of the Securities Exchange Act of
, as amended.




(ii)

the
Company would be irreparably injured in the event of a breach of any of the
Participant’s obligations under Section 1.6(a)(i), monetary damages would not be
an adequate remedy for any such breach and the Company shall be entitled to
injunctive relief, in addition to any other remedies that it may have, in the
event of any such breach.




(b)

Recovery
of Award Upon Violation of Covenants.  In the event that the Committee
determines that the Participant has violated any of the covenants contained in
Section 1.6(a), then:








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(i)

all
of the Participant’s unvested Restricted Shares shall be forfeited immediately
and such Shares shall be returned to the Company and all rights of the
Participant with respect to the Restricted Shares shall terminate;




(ii)


to
the extent that the Participant holds shares of Common Stock acquired upon
vesting of Restricted Shares, the Participant upon notice from the Company of
the Participant’s obligations under this Section 1.6(b)(ii), shall, at the
option of the Company, either: (1) immediately deliver to the Company an amount
in cash equal to the then-Fair Market Value of such Common Stock, or (2) deliver
all such shares of Common Stock to the Company; and 




(iii)

to
the extent that the Participant has disposed of shares of Common Stock acquired
upon vesting of any Restricted Shares, the Participant upon notice from the
Company of the Participant’s obligations under this Section 1.6(b)(iii), shall
immediately pay the Company an amount equal to the amount realized by the
Participant upon the disposition of such Common Stock or, if the disposition was
not an arm’s-length transaction with an unrelated party, an amount equal to the
then-Fair Market Value of such Common Stock.




The
notice described in subsections (ii) and (iii) above may be given at any time
within twelve months after the expiration of the applicable covenant period
under Section 1.6(a).  




1.7

Committee’s
Discretion.  Notwithstanding any provision of these Terms to the
contrary, the Committee shall have discretion under Section 17.1 of the Plan to
waive any forfeiture of the Restricted Shares as set forth in Section 1.4
hereof, the restrictions set forth in Section 1.2 hereof and any other
conditions set forth in these Terms.

 

2.

REPRESENTATIONS
OF THE PARTICIPANT




The
Participant hereby represents to the Company that the Participant has read and
fully understands the provisions of the Certificate, these Terms and the Plan
and the Participant’s decision to participate in the Plan is completely
voluntary.  Further, the Participant acknowledges that the Participant is
relying solely on his or her own advisors with respect to the tax consequences
of this restricted stock award.




3.

NOTICES




All
notices or communications under these Terms shall be in writing, addressed as
follows:








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To
the Company:




Par
Pharmaceutical Companies, Inc.

300
Tice Boulevard

Woodcliff
Lake, NJ  07677

Attention:
 General Counsel




To
the Participant:




Address
on file with the Company




Any such notice or
communication shall be (a) delivered by hand (with written confirmation of
receipt) or sent by a nationally recognized overnight delivery service (receipt
requested) or (b) registered electronically through the Smith-Barney website or
other online administrator, subject to any applicable confirmation process
established by the online administrator, or (c) sent certified or registered
mail, return receipt requested, postage prepaid, addressed as above (or to such
other address as such party may designate in writing from time to time), and the
actual date of receipt shall determine the time at which notice was given.




4.

ASSIGNMENT;
BINDING AGREEMENT




These
Terms shall be binding upon and inure to the benefit of the heirs and
representatives of the Participant and the assigns and successors of the
Company, but neither these Terms nor any rights hereunder shall be assignable or
otherwise subject to hypothecation by the Participant.




5.

ENTIRE
AGREEMENT; AMENDMENT; TERMINATION




These
Terms, the Plan and the Certificate represent the entire agreement of the
parties with respect to the subject matter hereof, subject to any applicable
accelerated vesting provisions of a written employment, severance or similar
agreement between the Participant and the Company, its Affiliates and/or its
Subsidiaries.  The provisions of the Plan are incorporated in these Terms
in their entirety.  In the event of any conflict between the provisions of
these Terms and the Certificate and the Plan, the provisions of the Certificate
or the Plan, as the case may be, shall control.  These Terms may be amended
at any time by written agreement of the parties hereto.




6.

GOVERNING
LAW




The
Certificate and these Terms, and their validity, interpretation, performance and
enforcement, shall be governed by the laws of the State of Delaware other than
the conflict of laws provisions of such laws.








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7.

SEVERABILITY




Whenever
possible, each provision in these Terms shall be interpreted in such manner as
to be effective and valid under applicable law, but if any provision of these
Terms shall be held to be prohibited by or invalid under applicable law, then
(a) such provision shall be deemed amended to accomplish the objectives of
the provision as originally written to the fullest extent permitted by law and
(b) all other provisions of these Terms shall remain in full force and
effect.




8.

NO
RIGHT TO CONTINUED EMPLOYMENT OR PARTICIPATION; EFFECT ON OTHER
PLANS




These
Terms shall not confer upon the Participant any right with respect to continued
employment by the Company, its Affiliates or its Subsidiaries or continued
participation under the Plan, nor shall it interfere in any way with the right
of the Company, its Affiliates and its Subsidiaries to terminate the
Participant’s employment at any time.  Payments received by the Participant
pursuant to these Terms shall not be included in the determination of benefits
under any pension, group insurance or other benefit plan of the Company, its
Affiliates or any Subsidiaries in which the Participant may be enrolled or for
which the Participant may become eligible, except as may be provided under the
terms of such plans or determined by the Board. 




9.

NO
STRICT CONSTRUCTION




No
rule of strict construction shall be implied against the Company, the Committee
or any other person in the interpretation of any of the terms of the Plan, these
Terms or any rule or procedure established by the Committee.




10.

USE
OF THE WORD “PARTICIPANT”




Wherever
the word “Participant” is used in any provision of these Terms under
circumstances where the provision should logically be construed to apply to the
executors, the administrators, or the person or persons to whom the Restricted
Shares may be transferred by will or the laws of descent and distribution, the
word “Participant” shall be deemed to include such person or persons.




11.

FURTHER
ASSURANCES




The
Participant agrees, upon demand of the Company or the Committee, to do all acts
and execute, deliver and perform all additional documents, instruments and
agreements (including, without limitation, stock powers with respect to shares
of Common Stock issued as a dividend or distribution on Restricted Shares) that
may be reasonably required by the Company or the Committee, as the case may be,
to implement the provisions and purposes of the Certificate, these Terms and the
Plan.








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IN
WITNESS WHEREOF, the parties have duly executed these Terms, as of the day and
year first above written.




PAR
PHARMACEUTICAL COMPANIES, INC.




Thomas
J. Haughey

Executive
Vice President and General Counsel







PARTICIPANT




(Acceptance
designated electronically at the

website
of Smith Barney)








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