Form of Restricted Stock Award

RESTRICTED STOCK AWARD AGREEMENT


Non-transferable


GRANT TO


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(the "Grantee")


by Adams Respiratory Therapeutics, Inc. (the "Company") of
_______ shares of its common stock, $0.01 par value (the "Shares")


pursuant to and subject to the provisions of the Adams Respiratory Therapeutics, Inc. 2005 Incentive Plan and to the terms and conditions set forth on the following page (the "Terms and Conditions"). By accepting the Shares, Grantee shall be deemed to have agreed to the terms and conditions set forth in this Agreement and the Plan.


Unless vesting is accelerated in accordance with the Plan or in the discretion of the Committee, the Shares will vest (become non-forfeitable) in accordance with the following schedule:


Continuous Employment
after Grant Date Percent of Shares Vested
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IN WITNESS WHEREOF, Adams Respiratory Therapeutics, Inc., acting by and through its duly authorized officers, has caused this Agreement to be executed as of the Grant Date.


ADAMS RESPIRATORY THERAPEUTICS, INC.


By:
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Accepted by:
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Grant Date:
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TERMS AND CONDITIONS


1. Grant of Shares. The Company hereby grants to the Grantee named on page 1 hereof ("Grantee"), subject to the restrictions and the other terms and conditions set forth in the Plan and in this award agreement (this "Agreement"), the number of shares indicated on page 1 hereof of the Company's $0.01 par value common stock (the "Shares"). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Plan.


2. Restrictions. The Shares are subject to each of the following restrictions. "Restricted Shares" mean those Shares that are subject to the restrictions imposed hereunder which restrictions have not then expired or terminated. Restricted Shares may not be sold, transferred, exchanged, assigned, pledged, hypothecated or otherwise encumbered. If Grantee's employment with the Company or any Affiliate terminates for any reason other than as set forth in paragraph (b) of Section 3 hereof, then Grantee shall forfeit all of Grantee's right, title and interest in and to the Restricted Shares as of the date of employment termination, and such Restricted Shares shall revert to the Company immediately following the event of forfeiture. The re ...