ATI - SARP Purchased Stock Documentation









EXHIBIT 10.1




PAR
PHARMACEUTICAL COMPANIES, INC.




TERMS OF EXECUTIVE RETENTION RESTRICTED SHARES
AWARD







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 of Executive Retention Restricted
Shares Award.  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 shares of its common stock, par value $.01 per
share (“Common Stock”), specified 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 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 Executive Retention 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
	
Vesting
Percentage

	
Prior to
Third Anniversary
of Date of Grant
	
0%

	
Third
Anniversary
of Date of Grant
	
100%






(b)

Notwithstanding
paragraph (a) above, if both conditions of (i) and (ii) of this Section 1.3(b)
are satisfied, the Participant shall be deemed vested in a number of Restricted
Shares equal to 66-2/3% of the total number of Restricted Shares granted in the
Certificate and such Shares shall no longer be subject to forfeiture under
Section 1.4 hereof or the restrictions set 





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forth
in Section 1.2 hereof:

(i)
 the Committee determines that the Fair Market Value of the Company’s
Common Stock exceeds one hundred twenty percent (120%) of the Fair Market Value
of the Company’s Common Stock on the Date of Grant (as specified in the
Certificate) on at least twenty (20) business days during the fiscal quarter
ending on December 31, 2010, and 

(ii)
 the Participant remains continuously employed with the Company, its
Affiliates and/or its Subsidiaries from the Date of Grant through November 18,
2010 or until such time as the condition set forth in (i) above is met.

Any
fractional share resulting from the above vesting calculation shall be rounded
up to the next whole share.

(c)

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.  

1.4

Forfeiture.
 




(a)

Subject
to Section 1.6 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 as specified in subsections (b) or (c) below,
(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 hereof as of the date of
such occurrence shall terminate immediately and be forfeited in their entirety.
 




(b)

If
(i) the Participant’s employment with the Company, its Affiliates and/or its Subsidiaries is
terminated for any reason other than death, disability, retirement, resignation
or other termination by the Participant, or discharge “for cause”, and (ii) such
termination occurs after the second anniversary of the Date of Grant, the
Participant shall be deemed vested in a pro rata portion of the Restricted
Shares equal to the total number of Restricted Shares granted in the Certificate
multiplied by the “Ratio,” and that number of Restricted Shares (to the extent
not previously vested in accordance with Section 1.3) shall immediately vest and
no longer be subject to forfeiture.  As used herein, “for cause” shall have
the same meaning as the term “cause,” “for cause” or such similar term as
defined in any agreement between the Company (or any such Affiliate or
Subsidiary) and the Participant or, in the event no such agreement exists, based
upon objective factors determined in good faith by the Company.  As used
herein, “Ratio” shall mean a fraction, the numerator of which is the total
number of full calendar months occurring between the Date of Grant and the date
of the Participant’s termination of employment, and the denominator of which is
thirty-six (36).  Any fractional share resulting from the above calculation
shall be rounded up to the next whole share.  Any Restricted Shares not
deemed 





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vested
in accordance with Section 1.3 hereof or this Section 1.4(b) shall terminate
immediately and be forfeited in their entirety upon the Participant’s
termination of employment with the Company, its Affiliates and/or its
Subsidiaries. 




(c)

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, all rights of the Participant (or, in the event of the Participant’s
death, the Participant’s Beneficiary) to the Restricted Shares that have not
vested shall immediately vest and no longer be subject to forfeiture.  




(d)

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.




1.6

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 these Terms and the Plan and his or her
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.








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3.

NOTICES




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




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.




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 and the Certificate represent the entire agreement of 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.




6.

GOVERNING
LAW




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 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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