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EXHIBIT 10.8
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") and by Participant, evidences
the grant by
the Company to the Participant named below of a Long-Term
Performance Unit
Award.
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1. Name and Address of Participant:
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2. Date of Grant:
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3. Type of Grant:
Long-Term Performance Unit Award
4. Target Number of
Long-Term
Performance Units:
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5. Performance Cycle:
The Performance Cycle shall being on January
1, 2006 and end on December 31, 2006.
6. Vesting Period:
The Vesting Period shall begin on January 1,
2007 and end on December 31, 2008, except as
otherwise set forth in the Long-Term
Performance Unit Award Agreement.
7. Date of Payment:
March 15, 2009, except as otherwise set forth in
the Long-Term Performance Unit Award Agreement.
8. Performance Goals:
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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. The
Financial
Objectives shall be listed and shall be calculated in the manner
set forth in
Exhibit 1 hereto.
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KING PHARMACEUTICALS,
INC. ANNUAL PERFORMANCE V. STATED
PAYOUT--PERCENT OF TARGET
FINANCIAL OBJECTIVES
LONG-TERM PERFORMANCE UNITS
DURING THE PERFORMANCE CYCLE
GRANTED
Above Stretch
200%
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Stretch
200%
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Target
100%
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Threshold
50%
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Below Threshold
0% (no payout)
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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.
KING PHARMACEUTICALS, INC.
By:
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Name:
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Title:
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PARTICIPANT
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This Long-Term Performance Unit Award 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 Long-Term
Performance
Unit Award Certificate will be deemed to be originals.
2
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Exhibit 10.8
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.
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
Exhibit 1-1
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(b) In the event of the Participant's Separation from Service
by
reason of death, Disability, Approved Retirement, Cause,
resignation or any
other reason 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.
5.
FORM AND TIMING OF PAYMENT.
All
payments of vested Long-Term Performance Units pursuant to this
Agreement will be made in the form of shares of Common Stock.
Except
