Form of Restricted Unit Certificate/Grant Agreement

EXHIBIT 10.4 KING PHARMACEUTICALS, INC. INCENTIVE PLAN RESTRICTED UNIT CERTIFICATE This Certificate, when executed by a duly authorized officer of King Pharmaceuticals, Inc. (the " Company" ) and by Participant, evidences the grant by the Company to the Participant named below of Restricted Units of the Company. 1. Name and Address of Participant: 2. Date of Grant: 3. Type of Grant: Restricted Units 4. Number of Shares: 5. Restricted Period: The restrictions upon the Restricted Units shall lapse upon the first to occur of the following events, and otherwise according to the terms of the Incentive Plan: (1) one year following the date of grant; (2) the Participant, standing for reelection, is not reelected; (3) the Participant completes his or her term of office after declining to stand for reelection; (4) the Participant completes his or her term of office after not being nominated to stand for reelection; (5) the Participant completes his or her term of office, having been ineligible to stand for reelection under term limit provisions then in effect. 6. Date of Payment: ___, except as otherwise set forth in the Restricted Unit Grant Agreement. This Restricted Unit grant is subject to and governed by the terms of this Restricted Unit Certificate, the Restricted Unit Grant Agreement attached hereto and incorporated by reference herein and the Company' s Incentive Plan. KING PHARMACEUTICALS, INC.
By: Name: Title: PARTICIPANT
This Restricted Unit 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 Unit Certificate will be deemed to be originals.


RESTRICTED UNIT GRANT AGREEMENT
PURSUANT TO THE KING PHARMACEUTICALS, INC.
INCENTIVE PLAN This Restricted Unit Grant Agreement (the " Agreement" ) is made as of the date set forth on the Restricted Unit Certificate attached hereto (the " Grant Date" ) by King Pharmaceuticals, Inc. (the " Company" ) and the individual identified on the Restricted Unit Certificate (the " Participant" ) to effect an award of restricted units by the Company to the Participant on the terms and conditions set forth below: 1. AWARD OF RESTRICTED UNITS. As of the Grant Date, subject to the terms, conditions and restrictions set forth herein, the Company grants and issues to the Participant units representing a contingent entitlement of the Participant to receive the number of shares of Common Stock indicated on the Restricted Unit Certificate at the end of the Restricted Period, provided the Participant continues to be a Non-Employee Director of the Company (the " Restricted Units" ). 2. GOVERNING PLAN. The Restricted Units shall be granted pursuant to and (except as specifically set forth herein) subject in all respects to the applicable provisions of the King Pharmaceuticals, 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 UNITS. (a) No Transfer . The Restricted Units ( including any additional units received by the Participant as a result of stock dividends, stock splits or any other 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) Restricted Period . At the end of the Restricted Period indicated on the Restricted Unit Certificate, the Participant shall be entitled to receive the number of shares of Common Stock as is set forth on the Restricted Unit Certificate, provided that the Participant continues to be a Non-Employee Director as of such date. Such shares of Common Stock shall thereafter be delivered by the Company to the Participant in accordance with this Agreement and the Plan.(c) Forfeiture . Except as otherwise set forth in this Agreement, if the Participant ceases to be a Non-Employee Director of the Company for any reason other than death or Permanent Disability (as defined in Section 10.3 of the Plan for Awards subject to Section 409A of the Code) prior to the end of the Restricted Period, then as of the date on which the Participant ceases to be a Non-

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Employee Director the Restricted Units shall immediately be forfeited and the Participant shall have no rights to receive any payout under this Agreement.(d) Death and Permanent Disability . Notwithstanding subsection 3(c) above, in the event a Non-Employee Director ceases to be a director by reason of death or Permanent Disability, the Restricted Period shall immediately lapse and the payment shall be made within 60 days of the date of death or Permanent Disability.(e) Change of Control. Upon a Change of Control, the Restricted Period shall immediately lapse and the payment shall be made on the date of the Change of Control in accordance with Article 11 of the Plan. 4. FORM AND TIMING OF PAYMENT. All payments of Restricted Units pursuant to this Agreement will be made in the form of shares of Common Stock. Except as otherwise provided in this Agreement, payment will be made on the Date of Payment set forth in the Restricted Unit Certificate; provi ...