exv10w65






Exhibit 10.65




Director Compensation Policy




for Non-Employee Directors of King Pharmaceuticals, Inc.




As approved by the Board of Directors on February 13, 2004

and last amended on February 17, 2010




	 	 	 
	Retainer *

	 	$40,000 annually
	 
	 	 
	Board Meeting Fees*

	 	$2,000 per meeting
	 
	 	 
	Committee Meeting Fees*

	 	$1,500 per meeting
	 
	 	 
	Lead Independent Director Retainer *

	 	$25,000 annually
	 
	 	 
	Audit Chair Retainer *

	 	$13,500 annually
	 
	 	 
	Other Chair Retainer *

	 	$9,000 annually
	 
	 	 
	Continuing Education Expenses

	 	Reasonable and customary expenses
	 
	 	 
	Personal use of corporate aircraft

	 	10 hours of flight time
per calendar year **
	 
	 	 
	Annual Grant of Restricted Stock Units

	 	$145,000 market value, restricted stock units ***





Cash compensation to be received by each director pursuant to this policy may be deferred in
accordance with the King Pharmaceuticals, Inc. Non-Employee Directors’ Deferred Compensation Plan.





	*	 	Fees are to be paid at the end of each quarter for service during that quarter. Fees for
service during part of a quarter will be pro rated.
	 
	**	 	(1) 10 hours are available to each director each calendar year. Unused hours do not
accumulate from one year to the next.
	 
	 	 	(2) Each use pursuant to this provision shall require the prior authorization of the
Chairman of the Board.
	 
	 	 	(3) Use is limited to flights for which the primary purpose is King’s business. The
aircraft flight shall not be for purely personal purposes.
	 
	 	 	(4) Flight time will accrue only while the director is on board.
	 
	 	 	(5) Usage will be treated as compensation to the director as may be required by the
Internal Revenue Code.
	 
	 	 	(6) Reports of aircraft usage by non-employee directors will be provided not less than
annually to the Compensation and Human Resources Committee.




 









 








	***	 	Automatically awarded once annually through the King Pharmaceuticals, Inc. Incentive Plan.







	 	 	By resolution of the Board on February 13, 2004, as amended on February 22, 2006,
August 2, 2006, February 21, 2008, April 30, 2008 and February 17, 2010, restricted
stock units related to King’s common stock, having a value of $145,000 at the time of
grant (based upon the closing price of the common stock as of that date) are
automatically granted to each non-employee director on May 15 of each year, or, if May
15 falls on a weekend or holiday, on the first business day immediately preceding May
15.
	 
	 	 	Upon becoming a director (other than through re-election), the non-employee director
shall automatically be granted, upon the first day of service as a director, such
number of restricted stock units as have a value equal to the portion of $145,000
which is equivalent to the fraction of a year between the first date of service and
the first May 15 thereafter.
	 
	 	 	Except as provided in the following paragraph, for restricted stock units granted
pursuant to this provision, shares shall be delivered to the director in settlement of
the restricted stock units upon the first to occur of the following, and otherwise
according to the terms of the Incentive Plan: (1) one year following the date of
grant; and (2) the day which is six calendar months after the first to occur of the
following: (a) the director, standing for reelection, is not reelected; (b) the
director completes his or her term of office after declining to stand for reelection;
(c) the director completes his or her term of office after not being nominated to
stand for reelection; and (d) the director completes his or her term of office, having
been ineligible to stand for reelection under term limit provisions then in effect;
provided that in no event shall any such shares be delivered before January 1, 2009.
	 
	 	 	A director may elect, with respect to a grant of restricted stock units made pursuant
to this provision on or after April 30, 2008, that shares shall be delivered to the
director in settlement of the restricted stock units on the day which is six calendar
months after the conclusion of the director’s service on the Board, and otherwise
according to the terms of the Incentive Plan; provided that in no event shall any such
Shares be delivered before January 1, 2009.





Notes to Schedule of Compensation for Non-Management Directors:




     The Board of Directors determined, on March 11, 2004, that the only compensation to be paid
for participation in executive sessions of the non-management directors shall be a fee of $1,200
for attending an executive session of the non-management directors which is held on a day on which
a Board meeting is not held. Retainers shall not otherwise be paid to the coordinating director or
other participants for these activities.