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                                                                    Exhibit 10.1

                           KING PHARMACEUTICALS, INC.

                                 INCENTIVE PLAN

                          RESTRICTED STOCK CERTIFICATE

     This Certificate, when executed by a duly authorized officer of King
Pharmaceuticals, Inc. (the "Company") and by Participant, evidences the grant to
the Participant named below of Restricted Common Stock of the Company.

1.   Name and Address of Participant: __________________________________________

                                      __________________________________________

                                      __________________________________________

2.   Date of Grant:                   __________________________________________

3.   Type of Grant:                   Restricted Stock

4.   Number of Shares:                __________________________________________

5.   Vesting Schedule:                The restrictions upon the Restricted Stock
                                      shall lapse upon the 3rd anniversary of
                                      ________________.

6.   Purchase Price:                  __________________________________________

This Restricted Stock is subject to and governed by the terms of this Restricted
Stock Certificate, the Restricted Stock Agreement attached hereto and
incorporated by reference herein and the Company's Incentive Plan.

                                        KING PHARMACEUTICALS, INC.


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

                                        PARTICIPANT

                                        ----------------------------------------

This Restricted Stock Certificate may be executed in more than one counterpart,
each of which shall be deemed an original, but all of which together shall
constitute but one and the same instrument. Facsimile or photographic copies of
originally signed copies of this Restricted Stock Certificate will be deemed to
be originals.

FORM RS-1

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                        RESTRICTED STOCK GRANT AGREEMENT
                   PURSUANT TO THE KING PHARMACEUTICALS, INC.
                                 INCENTIVE PLAN

     This Restricted Stock Grant Agreement (the "Agreement") is made as of the
date set forth on the Restricted Stock Certificate attached hereto (the "Grant
Date") by King Pharmaceuticals, Inc. (the "Company") and the individual
identified on the Restricted Stock Certificate (the "Participant") to effect an
award of restricted stock by the Company to the Participant on the terms and
conditions set forth below:

     1.   AWARD OF RESTRICTED STOCK.

     As of the Grant Date, subject to the terms, conditions and restrictions set
forth herein, the Company grants and issues to the Participant the number of
shares of the Company's common stock indicated on the Restricted Stock
Certificate (the "Restricted Stock").

     2.   GOVERNING PLAN.

     The Restricted Stock shall be granted pursuant to and (except as
specifically set forth herein) subject in all respects to the applicable
provisions of the King Pharmaceutical, 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.   RESTRICTIONS ON THE RESTRICTED STOCK.

          (a) No Transfer. The shares of Restricted Stock (including any shares
     received by the Participant with respect to shares of Restricted Stock as a
     result of stock dividends, stock splits or any other form of
     recapitalization or a similar transaction affecting the Company's
     securities without receipt of consideration) may not be sold, assigned,
     transferred, pledged, hypothecated or otherwise disposed of, alienated or
     encumbered during the Restricted Period.

          (b) Vesting. The restrictions imposed under Section 3(a) will be
     removed from the Restricted Stock at the end of the applicable Restricted
     Period. Removal of the restrictions imposed under Section 3(a) from
     particular shares of Restricted Stock is referred to as "vesting" of those
     shares and shares from which the restrictions have been removed are
     referred to as "vested."

     4.   VOTING AND OTHER RIGHTS.

     During the period prior to vesting, except as otherwise provided herein,
the Participant will have all of the rights of a shareholder with respect to all
of the Restricted Stock, including without limitation the right to vote such
Restricted Stock and the right to receive all dividends or other distributions
with respect to such Restricted Stock. In connection with the payment of such


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dividends or other distributions, the Company will be entitled to deduct from
any amounts otherwise payable by the Company to Participant (including without
limitation salary or other compensation) any taxes or other amounts required by
any governmental authority to be withheld and paid over to such authority for
Participant's account.

     5.   CERTIFICATION, ESCROW AND DELIVERY OF SHARES.

          (a) Certificates. Each certificate representing the Restricted Stock
     will be endorsed with a legend substantially as set forth below, as well as
     such other legends as the Company may deem appropriate to comply with
     applicable laws and regulations:

          The securities evidenced by this certificate are subject to certain
          limitations on transfer and other restrictions as set forth in that
          certain Restricted Stock Grant Agreement, dated as of
          ____________________, 2005, between the Company and the holder of such
          securities, pursuant to the King Pharmaceutical, Inc. Incentive Plan
          (copies of which are available for inspection at the offices of the
          Company).

          (b) Escrow. With respect to the Restricted Stock (including any shares
     received by Participant with respect to shares of Restricted Stock that
     have not yet vested as a result of stock dividends, stock splits or any
     other form of recapitalization or a similar transaction affecting the
     Company's securities without receipt of consideration), the Secretary of
     the Company, or such other escrow holder as the Secretary may appoint, will
     retain physical custody of the certificate representing such share until
     such share vests.

          (c) Delivery of Certificates. As soon as reasonably practicable after
     the vesting of any Restricted Stock, the Company will release the
     certificate(s) representing such vested Restricted Stock to Participant. If
     other still unvested shares of Restricted Stock are also represented by the
     same stock certificate as vested shares, then such certificate will be
     retired and new certificates representing the vested and unvested portions
     of the Restricted Stock will be issued in place of the existing
     certificate. The certificate representing the vested Restricted Stock will
     be delivered to Participant and the certificate representing the still
     unvested shares of Restricted Stock will be retained by the escrow holder.

     6.   ADDITIONAL AGREEMENTS.

          (a) Tax Matters. The Restricted Stock is 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 grant or vesting of the
     Restricted Stock or otherwise in connection with this Agreement. The
     Company is not required to provide any gross-up or other tax assistance.
     Participant understands that Participant may make an election pursuant to
     Section 83(b) of the Internal Revenue Code (the "Code") within thirty (30)
     days after the date Participant acquired the Restricted Stock hereunder, or
     comparable provisions of any state tax law, to include in Participant's
     gross income the fair market value (as of the date


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     of acquisition) of the Restricted Stock. Participant may make such an
     election only if, prior to making any such election, Participant (a)
     notifies the Company of Participant's intention to make such election, by
     delivering to the Company a copy of the fully-executed Section 83(b)
     Election Form attached hereto as Exhibit A, and (b) pays to the Company an
     amount sufficient to satisfy any taxes or other amounts required by any
     governmental authority to be withheld or paid over to such authority for
     Participant's account, or otherwise makes arrangements satisfactory to the
     Company for the payment of such amounts through withholding or otherwise.
     Participant understands that if Participant does not make a proper and
     timely Section 83(b) election, generally under Section 83 of the Code, at
     the time the Restricted Period lapses with respect to any portion of the
     Restricted Stock, Participant will recognize ordinary income and be taxed
     in an amount equal to the fair market value (as of the date the forfeiture
     restrictions lapse) of the Restricted Stock less the purchase price paid
     for the Restricted Stock. PARTICIPANT ACKNOWLEDGES THAT IT IS PARTICIPANT'S
     SOLE RESPONSIBILITY, AND NOT THE COMPANY'S, TO FILE A TIMELY ELECTION UNDER
     SECTION 83(B). PARTICIPANT IS RELYING SOLELY ON PARTICIPANT'S ADVISORS WITH
     RESPECT TO THE DECISION AS TO WHETHER OR NOT TO FILE A SECTION 83(B)
     ELECTION.

          (b) Independent Advice; No Representations. Participant acknowledges
     that (i) (s)he was free to use professional advisors of 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 or other effects or implications of the
     Restricted Stock or other matters contemplated by this Agreement.

          (c) Value of Restricted Stock. No representations or promises are made
     to Participant regarding the value of the Restricted Stock 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 shares equal to the
     Restricted Stock would have been entitled to receive in connection with
     such Adjustment Event; provided, that any securities issued to Participant
     in respect of unvested Granted Shares will be subject to the same
     restrictions


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     and vesting provisions that were applicable to the Restricted Stock in
     exchange for which the securities were issued.

          (e) Change of Control. Upon a Change of Control, vesting shall occur
     with respect to the Restricted Stock in accordance with Article 11 of the
     Plan.

          (f) Termination of Employment. Upon a Termination of Employment,
     vesting or forfeiture of the Restricted Stock shall be determined according
     to Section 8.7 of the Plan.

          (g) 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.

          (h) Spousal / Domestic Partner Consent. If the Participant is married
     or has a domestic partner, this Agreement shall be effective only upon the
     execution and delivery to the Company of the consent attached hereto as
     Exhibit B.

     7.   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:


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To the Company:                         King Pharmaceuticals, Inc.
                                        501 Fifth Street
                                        Bristol, TN 37620
                                        Attention: _____________________________

     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 Restricted Stock 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. 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 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.


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          (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. This Agreement may be modified only
     by written agreement signed by Participant and the Company.


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                                    EXHIBIT A
                       TO RESTRICTED STOCK GRANT AGREEMENT
                                 PURSUANT TO THE
                    KING PHARMACEUTICALS, INC. INCENTIVE PLAN

                ELECTION TO INCLUDE VALUE OF RESTRICTED PROPERTY
                       IN GROSS INCOME IN YEAR OF TRANSFER
                       INTERNAL REVENUE CODE SECTION 83(B)

     The undersigned hereby elects pursuant to Section 83(b) of the Internal
Revenue Code with respect to the property described below, and supplies the
following information in accordance with the regulations promulgated thereunder:

     1.   NAME, ADDRESS AND TAXPAYER IDENTIFICATION NUMBER OF THE UNDERSIGNED:

          __________________________________________
          __________________________________________
          __________________________________________
          Taxpayer SSN.: ___________________________

     2.   DESCRIPTION OF PROPERTY WITH RESPECT TO WHICH THE ELECTION IS BEING
          MADE:

     _______________ shares of common stock "(Common Stock") of King
Pharmaceuticals, Inc., a Tennessee corporation ("the Company")

     3.   DATE ON WHICH PROPERTY WAS TRANSFERRED: ___________________________

     4.   TAXABLE YEAR TO WHICH THIS ELECTION RELATES: _________________________

     5.   NATURE OF THE RESTRICTIONS TO WHICH THE PROPERTY IS SUBJECT:

     The Common Stock vests according to the following schedule: _______________

     The Common Stock is non-transferable in the taxpayer's hands, prior to
vesting and payment of any required consideration and tax-related amounts.

     6.   FAIR MARKET VALUE OF THE PROPERTY:

     The fair market value at the time of transfer (determined without regard to
any restrictions other than restrictions that by their terms will never lapse)
of the property with respect to which this election is being made is $ _________
per share.

     7.   AMOUNT PAID FOR THE PROPERTY:

     The amount paid by the taxpayer for said property is $_______________ per
     share.


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     8.   FURNISHING STATEMENT TO EMPLOYER:

     A copy of this statement has been furnished to the Company.


Date:
      -------------------------------   ----------------------------------------
                                        Signature

                                        ----------------------------------------
                                        Printed Name

This election must be filed with the Internal Revenue Service Center with which
taxpayer files his or her Federal income tax returns and must be made within
thirty (30) days after the execution date of the Grant. This filing should be
made by registered or certified mail, return receipt requested. The taxpayer
must retain two (2) copies of the completed form for filing with his or her
Federal and state tax returns for the current tax year, send one copy to the
Company and retain an additional copy for his or her records.


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                                    EXHIBIT B
                       TO RESTRICTED STOCK GRANT AGREEMENT
                                 PURSUANT TO THE
                    KING PHARMACEUTICALS, INC. INCENTIVE PLAN

                      CONSENT OF SPOUSE / DOMESTIC PARTNER

     I, ____________________________, spouse or domestic partner of
_________________________, acknowledge that I have read the RESTRICTED STOCK
GRANT AGREEMENT dated as of _______________ (the "Agreement") to which this
Consent is attached as Exhibit B and that I know its contents. Capitalized terms
used and not defined herein shall have the meanings assigned to such terms in
the Agreement. I am aware that by its provisions the Restricted Stock granted to
my spouse/domestic partner pursuant to the Agreement is subject to a Restricted
Period during which all or a portion of the Restricted Stock may be required to
be forfeited to King Pharmaceuticals, Inc. (the "Company") and that,
accordingly, I may be required to forfeit to the Company any or all of the
Restricted Stock of which I may become possessed as a result of a gift from my
spouse/domestic partner or a court decree and/or any property settlement in any
domestic litigation.

     I hereby agree that my interest, if any, in the Restricted Stock subject to
the Agreement shall be irrevocably bound by the Agreement and further understand
and agree that any community property interest I may have in the Restricted
Stock shall be similarly bound by the Agreement.

     I agree to the Restricted Period described in the Agreement and I hereby
consent to the forfeiture of the Restricted Stock to the Company by my
spouse/domestic partner or my spouse/domestic partner's legal representative in
accordance with the provisions of the Agreement. Further, as part of the
consideration for the Agreement, I agree that at my death, if I have not
disposed of any interest of mine in the Restricted Stock by an outright bequest
of the Restricted Stock to my spouse or domestic partner, then the Company shall
have the same rights against my legal representative to exercise its rights to
the Restricted Stock with respect to any interest of mine in the Restricted
Stock as it would have had pursuant to the Agreement if I had acquired the
Restricted Stock pursuant to a court decree in domestic litigation.

     I AM AWARE THAT THE LEGAL, FINANCIAL AND RELATED MATTERS CONTAINED IN THE
AGREEMENT ARE COMPLEX AND THAT I AM FREE TO SEEK INDEPENDENT PROFESSIONAL
GUIDANCE OR COUNSEL WITH RESPECT TO THIS CONSENT. I HAVE EITHER SOUGHT SUCH
GUIDANCE OR COUNSEL OR DETERMINED AFTER REVIEWING THE AGREEMENT CAREFULLY THAT I
WILL WAIVE SUCH RIGHT.

     Dated as of the _______ day of ________________, 200_.


                                        Signature:
                                                   -----------------------------
                                        Name:
                                              ----------------------------------


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