KING PHARMACEUTICALS, INC. INCENTIVE PLAN LONG-TERM PERFORMANCE UNIT AWARD CERTIFICATE

Exhibit 10.4

KING PHARMACEUTICALS, INC.

INCENTIVE PLAN

LONG-TERM PERFORMANCE UNIT AWARD CERTIFICATE
(ONE-YEAR PERFORMANCE CYCLE)

     This Certificate, when executed by a duly authorized officer of King Pharmaceuticals, Inc. (the “Company”), evidences the grant by the Company to the Participant named below of a Long-Term Performance Unit Award.

                 The number of Long-Term Performance Units earned by the Participant shall be determined in accordance with the following grid. If the actual performance results fall between two of the categories listed below, straight-line interpolation will be used to determine the amount earned. Notwithstanding any other provision of this Certificate or the Long-Term Performance Unit Award Agreement, upon the completion of the Performance Cycle, the Committee may, in its sole discretion, reduce the number of Long-Term Performance Units that are actually earned by the Participant, irrespective of whether adherence to the following schedule would have resulted in a greater number of Long-Term Performance Units having been earned. For the avoidance of doubt, the Committee may not use this discretion following a Change of Control in accordance with Article 11 of the Plan. The Financial Objectives shall be listed and shall be calculated in the manner set forth in Exhibit 1 hereto.

     This Long-Term Performance Unit Award is subject to and governed by the terms of this Long-Term Performance Unit Award Certificate, the Long-Term Performance Unit Award Agreement attached hereto and incorporated by reference herein and the Company’s Incentive Plan.

LONG-TERM PERFORMANCE UNIT AWARD AGREEMENT
(ONE YEAR PERFORMANCE CYCLE)
PURSUANT TO THE KING PHARMACEUTICALS, INC.
INCENTIVE PLAN

     This Long-Term Performance Unit Award Agreement (the “Agreement”) is made as of the date set forth on the Long-Term Performance Unit Award Certificate attached hereto (the “Grant Date”) by King Pharmaceuticals, Inc. (the “Company”) and the individual identified on the Long-Term Performance Unit Award Certificate (the “Participant”) to grant a Long-Term Performance Unit Award by the Company to the Participant on the terms and conditions set forth below:

      1.  LONG-TERM PERFORMANCE UNIT AWARD.

     As of the Grant Date, subject to the terms, conditions and restrictions set forth herein, the Company grants and issues to the Participant a Long-Term Performance Unit Award for such number of Long-Term Performance Units as indicated on the Long-Term Performance Unit Award Certificate (the “Long-Term Performance Units”) which may be earned during the Performance Cycle as indicated on the Long-Term Performance Unit Award Certificate if the Performance Goals set forth on the Long-Term Performance Unit Award Certificate are met.

      2.  GOVERNING PLAN.

     The Long-Term Performance Unit Award 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.  CALCULATION OF EARNED LONG-TERM PERFORMANCE UNITS.

     The Committee, in its sole discretion, will determine the number of Long-Term Performance Units earned by the Participant at the end of the Performance Cycle based on the attainment of the Performance Goals as set forth on the Long-Term Performance Unit Award Certificate. The number of shares of Common Stock ultimately earned and paid, if any, for such Long-Term Performance Units will be determined based on the number of Long-Term Performance Units actually earned and vested as set forth in Section 4 below, with one share of Common Stock granted to the Participant for every earned and vested Long-Term Performance Unit. Notwithstanding any other provision of this Long-Term Performance Unit Award Agreement, upon the completion of the Performance Cycle, the Committee may, in its sole discretion, reduce the number of Long-Term Performance Units that are actually earned by the Participant, irrespective of whether adherence to the Performance Goals schedule provided in the Long-Term Performance Unit Award Certificate would have resulted in a greater number of Long-Term Performance Units having been earned. For the avoidance of doubt, the Committee may not use this discretion following a Change of Control in accordance with Article 11 of the Plan.

      4.  VESTING OF LONG-TERM PERFORMANCE UNITS.

     Long-Term Performance Units earned will vest as set forth below:

          (a) Provided the Participant has continued employment through the end of the Vesting Period set forth in the Long-Term Performance Unit Award Certificate, one hundred percent (100%) of the earned Long-Term Performance Units shall vest on the last day of such Vesting Period; or

          (b) In the event of the Participant’s Separation from Service by reason of death, Disability, Approved Retirement, Cause or resignation during the Performance Cycle, the vesting, forfeiture and payment of Long-Term Performance Units shall be determined according to Section 9.2 and Section 13.5 of the Plan, which requires that all payments comply with Section 409A of the Code. The portion of any Long-Term Performance Units which vest upon one of the events discussed above pursuant to Section 9.2 of the Plan shall be paid to the Participant as soon as reasonably practicable, with the payment date determined by the Company in its sole discretion. In the case of Approved Retirement, the payment due to the Participant under Section 9.2(c)(iii) shall be calculated as if the target performance for each Long-Term Performance Unit had, in fact, been achieved.

          (c) In the event of the Participant’s Separation from Service by reason of death, Disability or Approved Retirement following the completion of the Performance Cycle, but prior to the end of the Vesting Period, one hundred percent (100%