2009 EXECUTIVE MANAGEMENT INCENTIVE AWARDS

Exhibit 10.1

NOTE: CERTAIN MATERIAL HAS BEEN REDACTED FROM THIS DOCUMENT AND FILED SEPARATELY WITH THE SEC PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT UNDER RULE 24b-2. THE LOCATIONS OF THESE REDACTIONS ARE INDICATED THROUGHOUT THE DOCUMENT BY THE FOLLOWING MARKING: [***].

2009 EXECUTIVE MANAGEMENT INCENTIVE AWARDS
As Adopted by the Compensation and Human Resources Committee of the Board of Directors on March 23, 2009

Introduction

     2009 Executive Management Incentive Awards (“EMIA”), made pursuant to Article 9 of the King Pharmaceuticals, Inc. (the “Company”) Incentive Plan (the “Plan”), will be based upon one or more financial objectives (“Financial Objectives”). In determining the potential EMIA payout for any participant, the Financial Objectives shall be evaluated and applied either by the Committee or by the Chief Executive Officer, as further detailed below. All capitalized terms 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 as set forth herein including, without limitation, the authority to adjudicate claims related to EMIAs, interpret the terms of EMIAs, and to resolve disputes and factual questions related to EMIAs. 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 President or more senior titles as of January 1, 2009 shall be eligible to participate in the 2009 EMIA. The following officers shall be designated “Top Executives” for purposes of the Plan: President and Chief Executive Officer; Chief Financial Officer; Chief Commercial Officer; President, Alpharma Animal Health; Chief Legal Officer; Corporate Compliance Officer; Chief Science Officer.

          The Committee and/or the Chief Executive Officer, as further detailed below in the section entitled “Approval of Objectives”, may establish an EMIA for an executive who is hired or promoted to fill an EMIA-eligible position after January 1, 2009; provided, however, that

Objectives

     The EMIA for each Participant shall be based entirely upon one or more Financial Objectives. Each Financial Objective shall be based upon prospective financial goals, the accomplishment of which is substantially uncertain at the time of the establishment of the EMIA. Unless the Committee shall determine otherwise, EMIAs for Top Executives shall be established during the first 25% of the applicable performance period.

Approval of Objectives

     The Committee shall establish and approve each Financial Objective and any amendments thereto.

Weighting of Objectives

     The weighting of EMIA objectives shall be as follows:

Determination of Award Amounts

     Each EMIA Participants is eligible for a cash award (“EMIA Payout”) which is a percentage of his or her 2009 base salary earned. An EMIA payout is calculated as follows:

          The sections below provide further detail regarding the elements of this calculation.

Weighted Financial Objective Achievement Percentage

          An EMIA Participant’s Financial Objective Achievement Percentage is determined, for each Financial Objective to which he or she is subject, using the table below, according to the degree of achievement (none, threshold, target or stretch, or a prorata percentage between levels using straight-line interpolation).

          In the case of an EMIA Participant having only one Financial Objective, the Weighted Financial Objective Achievement Percentage is equal to the Financial