**Exhibit 10.1****NOTE: CERTAIN MATERIAL HAS BEEN REDACTED FROM THIS DOCUMENT AND FILED SEPARATELYWITH THE SEC PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT UNDERRULE 24b-2. THE LOCATIONS OF THESE REDACTIONS ARE INDICATED THROUGHOUT THEDOCUMENT BY THE FOLLOWING MARKING: [***].****2008 EXECUTIVE MANAGEMENT INCENTIVE AWARDS**     As Adopted by the Compensation and Human Resources Committee of the Board of Directors on February20, 2008**Introduction**     2008 Executive Management Incentive Awards (“EMIA”), made pursuant to Article 9 of the KingPharmaceuticals, Inc. (the “Company”) Incentive Plan (the “Plan”), will be comprised of 1 to 2financial objectives (“Financial Objectives”) and, for most participants, individual operationalobjectives (“Operational Objectives”). In determining the potential EMIA payout for anyparticipant, Financial Objectives and Operational Objectives shall be weighted as determined eitherby the Committee or by the Chief Executive Officer, as further detailed below. All capitalizedterms not otherwise defined shall have the meanings assigned to them in the Plan.**Administration**     The Compensation and Human Resources Committee of the Board of Directors of the Company (the“Committee”) shall have complete discretionary authority over the administration of the EMIAs asset forth herein including, without limitation, the authority to adjudicate claims related toEMIAs, interpret the terms of EMIAs, and to resolve disputes and factual questions related toEMIAs. Determinations of the Committee shall be binding on the Company and the EMIA participants.**Eligibility to Participate**     Except as otherwise determined by the Committee, executives having the title of Vice Presidentor more senior titles as of January 1, 2008 shall be eligible to participate in the 2008 EMIA. ThePresident and Chief Executive Officer, Chief Financial Officer, Chief Commercial Officer, ChiefTechnical Operations Officer, General Counsel, Corporate Compliance Officer, Chief Science Officerand Executive Vice President, Corporate Affairs are designated “Top Executives.”     The Committee and/or the Chief Executive Officer, as further detailed below in the sectionentitled “Objective Approval and Weighting,” may establish an EMIA for an executive who is hired orpromoted to fill an EMIA-eligible position after January 1, 2008; provided, however, that a. an EMIA may be established for a Top Executive after 90 days have elapsed since January1, 2008 only if 75.1% or more of the performance time period is remaining at the time theEMIA is established, in accordance with Treas. Reg. § 1.162-27(e);  b. any executive hired after September 30, 2008 is ineligible for an EMIA; and  c. any employee of the Company promoted into an EMIA-eligible position and who becomes anEMIA Participant (but who is not a Top Executive) shall participate in the EMIA and 2008Management Incentive Plan prorata (if a participant of the Management Incentive Plan).
 

 
**Objective Approval and Weighting**     The Committee shall establish and approve all Financial Objectives and any amendments thereto.EMIAs for the Top Executives shall be based entirely upon Financial Objectives. The Committee shallapprove the specific weighting of the Financial Objectives for the Top Executives and anyamendments thereto. EMIAs for Top Executives shall be established during the first 25% of theapplicable performance period and shall be based upon prospective financial goals theaccomplishment of which is substantially uncertain at the time of the establishment of the EMIA.     The Chief Executive Officer or his designee shall approve, for all EMIA Participants otherthan Top Executives, (1) the weighting of their Financial Objectives, based upon each executive’sability to affect the accomplishment of those objectives, and (2) their Operational Objectives, andany amendments to either of these items.     The weighting of EMIA objectives shall be as follows:         **Financial** **Operational****Executive** **Objectives** **Objectives**President and Chief Executive Officer 75% EPS and 25% Revenues  0%Chief Financial Officer 100% EPS  0%Chief Commercial Officer 25% EPS and 75% Revenues  0%Remaining direct reports to the CEO 100% EPS  0%All other EMIA Participants 50% EPS  50%**Award Payout Schedule**     EMIA Participants are eligible for cash awards (“EMIA Payouts”) which are a percentage oftheir 2008 base salary earned, as described in the table below.               ***ACHIEVEMENT LEVEL***POSITION THRESHOLD TARGET STRETCHPresident & Chief Executive Officer  50%  100%  200%Chief Financial Officer  35%  70%  140%Chief Commercial Officer  30%  60%  120%Chief Technical Operations Officer  30%  60%  120%Chief Science Officer  30%  60%  120%General Counsel  30%  60%  120%EVP Level 1  25%  50%  100%EVP Level 2  20%  40%  80%Senior Vice President  17.5%  35%  70%Vice President  15%  30%  60%**Calculating an EMIA Payout**     The weight previously established for each objective (a percentage) is multiplied by thepercentage (as provided in the table above) associated with the EMIA Participant’s achievementlevel in connection with that objective (none, threshold, target or stretch, or, in the case ofFinancial Objectives, a prorata percentage between these levels). Once this calculation isperformed for each objective, the results of all calculations are summed and that sum is multipliedby the 2008 base salary
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earned by the EMIA Participant. The result is the EMIA Payout for the EMIA Participant. Seethe attached example.     The award for any person who becomes an EMIA Participant, or for an EMIA Participant who ispromoted, during the performance period will be prorated based on the portion of the year spent ineach position.**Eligibility for EMIA Payout**     Payment of any EMIA shall be contingent upon the Committee’s determination that FinancialObjectives have been met by the Company, and at what achievement level those objectives have beenmet. Also: a. In the case of any of the Top Executives, EMIA Payouts shall be contingent upon theCommittee’s certification of the achievement level applicable to the executive inconnection with each Financial Objective.  b. In the case of any EMIA Participant who holds the title of EVP Level 1 or a more seniortitle, other than the Top Executives, EMIA Payouts shall be contingent upon the Committee’sapproval of the determination of the Chief Executive Officer, or his designee, of theachievement level applicable to each of the EMIA Participant’s Operational Objectives.  c. In the case of any EMIA Participant who holds a title more junior than EVP Level 1,payment of any EMIA shall be contingent upon the determination of the Chief ExecutiveOfficer, or his designee, of the achievement level applicable to each of the EMIAParticipant’s Operational Objectives.     Other than for reasons of Death, Incapacity, Disability or Approved Retirement, an EMIAParticipant must be employed by the Company on December 31, 2008 or the EMIA Participant willforfeit any EMIA which he or she may have otherwise qualified to receive.     In the event of an EMIA Participant’s death on or after January 1, 2009, the EMIA shall bepaid to his or her estate. In the event of an EMIA Participant’s death on or before December 31,2008, a prorata portion of the Participant’s target payout percentage, reflecting the EMIAParticipant’s time in service during the performance year, shall be paid to his or her estate assoon as reasonably practicable.     In the event of an EMIA Participant’s termination due to incapacity (as evidenced by thejudgment or decree of a court of competent jurisdiction) on the date his or her EMIA is paid by theCompany, the EMIA shall be paid to his or her legal guardian or appointed representative. In theevent of an EMIA Participant’s incapacity on or before December 31, 2008, a prorata portion of theParticipant’s target payout percentage, reflecting the EMIA Participant’s time in service duringthe performance year, shall be paid to his or her legal guardian or appointed representative assoon as reasonably practicable.     In the event of an EMIA Participant’s termination due to Disability on or before December 31,2008, a prorata portion of the Participant’s target payout percentage, reflecting the EMIAParticipant’s time in service during the performance year, shall be paid to the Participant as soonas reasonably practicable.
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     In the event of an EMIA Participant’s Approved Retirement on or before December 31, 2008, aprorata portion of the Participant’s target payout percentage, reflecting the EMIA Participant’stime in service during the performance year, shall be paid to the Participant as soon as reasonablypracticable.**Timing of EMIA Payout**     The payment of each EMIA will be made between January 1 and March 15, 2009.**Tax Matters**     All EMIA payments are subject to applicable state, federal, local and other tax withholdingrequirements.     In the case of the Top Executives, all EMIA Payouts are intended to be “qualifiedperformance-based compensation” in accordance with Treas. Reg. § 1.162-27(e) and shall beinterpreted and administered as such unless the Committee determines that it is in the bestinterests of the Company not to adhere to the requirements of 162(m) of the Internal Revenue Codeof 1986, as amended (the “Code”), and Treas. Reg. § 1.162-27.**Other Matters**     The Committee, in its discretion, may reduce or eliminate any EMIA Payout in the event itdetermines it is in the best interests of the Company to do so for reasons including, withoutlimitation, financial distress of the Company, administrative difficulties or that the EMIA Payoutis nondeductible by the Company under the Internal Revenue Code. The reduction of one or more EMIAPayouts shall not increase the EMIA Payout of any other EMIA Participant.     The Committee may, at any time, amend or terminate this EMIA program. The Board of Directorsof the Company, in its discretion, may, at any time, withdraw the Committee’s authority over thisEMIA program.     The grant of an EMIA shall in no way be construed or interpreted to establish or guarantee aterm of employment and does not change the “at-will” or other status of any person employed by theCompany.     The terms and conditions of this EMIA program are, in their entirety, set forth in thisdocument and the EMIA documents pertaining to a specific EMIA Participant. Once established, EMIAobjectives may only be altered by valid written notice to that effect from the Committee or theChief Executive Officer or his designee, as applicable, as described in the section above entitled“Objective Approval and Weighting.” Any oral representation or writing not authorized and approvedby the Committee, or the Chief Executive Officer or his designee, as applicable, shall be void andof no effect, and shall not be binding on the Company or the Committee.
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**Financial Objectives**     The time period for the measurement of performance of Financial Objectives is January 1through December 31, 2008. In the event that achievement of Financial Objectives is greater thanThreshold but less than Stretch, payout percentages applicable to Financial Objectives will beprorated to reflect actual achievement (actual revenues or earnings per share).**Financial Objective 1: Revenues**     The portion of any EMIA Payout payable pursuant to Financial Objective 1 will be based onachieving the 2008 revenue targets detailed in the following table.               ***ACHIEVEMENT LEVEL******1***  Threshold Target StretchRevenues $[***]  $[***]  $[***] **Financial Objective 2: Earnings Per Share**     The portion of any EMIA Payout payable pursuant to Financial Objective 2 will be based onachieving the 2008 earnings per share targets as detailed in the following table.               ***ACHIEVEMENT LEVEL****1*  Threshold Target StretchEarnings per share1 $[***]  $[***]  $[***] **Operational Objectives**     Each executive other than the Top Executives and direct reports to the CEO will ownOperational Objectives with the percentage weighting of each based on the importance of thatobjective to the success of the business. The time period for the measurement of performance ofOperational Objectives is January 1 through December 31, 2008.**Minimum Earnings Per Share Requirement**     No payout will be made for any objective unless the company achieves 60% of Target earningsper share. 1 [***]
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**EMIA Calculation Example****Sample Position:**EVP Level 2                           **Payout** **Objective****Objective** **Weight** **Performance** **Percentage** **Payout**Financial — EPS  50% Target  40%  0.20 (20%)Operational Objective 1  10% Stretch  80%  0.08 (8%)(e.g., Achievement ofRevenue Targets)                Operational Objective 2  15% Target  40%  0.06 (6%)Operational Objective 3  15% Target  40%  0.06 (6%)Operational Objective 4  10% Threshold  20%  0.02 (2%)Total Objectives Weight  100%                             Total EMIA Payout              0.42 (42%)The EVP receives 42% of his or her 2008 base salary earned as the EMIA.**Note:**In the event that achievement of Financial Objectives (or anyOperational Objective which is structured identically to either FinancialObjective) is greater than Threshold but less than Stretch, payout percentagesapplicable to Financial Objectives will be prorated to reflect actualachievement (actual revenues or earnings per share); provided, however, thatno payout will be made for any Financial Objective or Operational Objectiveunless the Company achieves 60% of Target earnings per share.
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