KING PHARMACEUTICALS, INC. INCENTIVE PLAN RESTRICTED STOCK CERTIFICATE

Exhibit 10.3

KING PHARMACEUTICALS, INC.

INCENTIVE PLAN

RESTRICTED STOCK CERTIFICATE

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

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.

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

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                                          , 200              , 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 ele