ATI - SARP Purchased Stock Documentation









EXHIBIT 10.6.11

PAR
PHARMACEUTICAL COMPANIES, INC.




TERMS OF RESTRICTED STOCK UNIT AWARD




(Effective for 2010 Awards)




This
document sets forth the terms of the award of Restricted Stock Units (as defined
in Section 1 below) granted by PAR PHARMACEUTICAL COMPANIES, INC. (the
“Company”) pursuant to a Certificate of Restricted Stock Units (the
“Certificate”) displayed at the website of Smith Barney Benefits Access.
 The Certificate, which specifies the person to whom the Restricted Stock
Units 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 Stock Units 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 Stock Units, 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.

Grant
of Restricted Stock Units.




(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 Restricted Stock Units set forth in
the Certificate (the “Units”), which are based on the value of shares of the
Company’s common stock, par value $.01 per share (“Shares”).  The Units are
subject to the restrictions set forth in Section 2 of these Terms, the terms and
conditions of the Plan and the other terms and conditions contained in these
Terms.  




(b)

The
Units granted under these Terms shall be reflected in a bookkeeping account
maintained by the Company during the Restricted Period.  If and when the
restrictions set forth in Section 2 expire in accordance with these Terms, and
upon the satisfaction of all other applicable conditions as to the Units, such
Units (and any related Dividend Units described in Section 1(c) below) not
forfeited pursuant to Section 4 hereof shall be settled in cash as provided in
Section 1(e) of these Terms and otherwise in accordance with the Plan.






















(c)
With respect to each Unit, whether or not vested, that has not been forfeited
(but only to the extent such award of Units has not been settled for cash), the
Company shall, with respect to any cash dividends paid on the Shares, accrue and
credit to the Participant’s bookkeeping account a number of Units having a Fair
Market Value as of the date such dividend is paid equal to the cash dividends
that would have been paid with respect to such Unit if it were an outstanding
Share (the “Dividend Units”).  These Dividend Units thereafter shall (i) be
treated as Units for purposes of future dividend accruals pursuant to this
Section 1(c); and (ii) vest in such amounts (rounded to the nearest whole Unit)
at the same time as the Units with respect to which such Dividend Units were
received.  




(d)

The
Company’s obligations under these Terms (with respect to both the Units and the
Dividend Units, if any) shall be unfunded and unsecured, and no special or
separate fund shall be established and no other segregation of assets shall be
made.  The rights of Participant under these Terms shall be no greater than
those of a general unsecured creditor of the Company.  In addition, the
Units shall be subject to such 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 Shares are then listed, any
Company policy and any applicable federal or state securities law.




(e)

Except
as otherwise provided in these Terms, settlement of the Units in accordance with
the provisions of this Section 1(e) shall be delivered as soon as practicable
after the end of the Restricted Period, and upon the satisfaction of all other
applicable conditions as to the Units (including the payment by the Participant
of all applicable withholding taxes).  The Units so payable to the
Participant shall be paid solely in cash based on the Fair Market Value of the
Shares (based on the closing price of the Shares as of the first business day
next following the last day of the Restricted Period).  




2.

Restrictions.




(a)

The
Participant shall have no rights as a stockholder of the Company by virtue of
any Unit.




(b) 


None
of the Units may be sold, transferred, assigned, pledged or otherwise encumbered
or disposed of during the Restricted Period, except as may be permitted by 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.




(c)

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








- 2 -






3.

Restricted
Period and Vesting.  




(a)

The
“Restricted Period” is the period beginning on the Date of Grant and ending on
the date the Units, or such applicable portion of the Units, are deemed vested
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%




The Units shall be
deemed vested and no longer subject to forfeiture under Section 4 upon
expiration of the Restricted Period, and the satisfaction of all other
applicable conditions as to the Units (including the payment by the Participant
of all applicable withholding taxes).  




(b)

Notwithstanding
the foregoing vesting schedule, the Restricted Stock Unit Award will be deemed
fully vested and no longer subject to forfeiture in the event of a Change of
Control of the Company (as defined in and subject to the provisions of the
Plan).




4.

Forfeiture.
 




(a)

Subject
to Section 7 hereof, if during the Restricted Period (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 5(b) hereof,
all rights of the Participant to the Units that have not vested in accordance
with Section 3 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 Units 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 Units
shall no longer be subject to forfeiture.  The remainder of any Units that
have not vested in accordance with the terms of Section 3 or this Section 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.








- 3 -






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 Units.




(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 Units 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.




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 





- 4 -






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 1934, as amended.




(ii)

the
Company would be irreparably injured in the event of a breach of any of the
Participant’s obligations under Section 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 6(a), then:




(i)

all
of the Participant’s unvested Units shall be forfeited immediately and all
rights of the Participant with respect to such Units shall terminate; and




(ii)

to
the extent that the Participant has received cash in settlement of any Units
upon vesting of such Units, the Participant upon notice from the Company of the
Participant’s obligations under this Section 6(b)(ii), shall immediately deliver
to the Company an amount in cash equal to the payment previously received by the
Participant in settlement of the vested Units.




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




7.

Committee’s
Discretion.  Notwithstanding any provision of these Terms to the
contrary, the Committee shall have discretion to waive any forfeiture of the
Units as set forth in Section 4 hereof, the restrictions set forth in Section 2
hereof and any other conditions set forth in these Terms.




8.

Participant
Representations.  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.




9.

Miscellaneous.




9.1

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








- 5 -






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) be 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.

9.2

Waiver.
 The waiver by any party hereto of a breach of any provision of the
Certificate or these Terms shall not operate or be construed as a waiver of any
other or subsequent breach.




9.3

Entire
Agreement; Amendment.  These Terms, the Certificate and the Plan
represent the entire agreement between the parties with respect to the subject
matter hereof.  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.




9.4

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.




9.5

Governing
Law.  The Certificate and these Terms, including 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.




9.6

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 





- 6 -






by
law and (b) all other provisions of these Terms shall remain in full force
and effect.




9.7

No
Right to Continued Employment; 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.




9.8

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.




9.9

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 which 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.




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)











- 7 -