INCENTIVE PLAN OPTION CERTIFICATE

EXHIBIT 10.1

KING PHARMACEUTICALS, INC.

INCENTIVE PLAN

OPTION 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 an Option to purchase shares of the Common Stock of the Company.

The number of shares included in the first two tranches shall be rounded down to the nearest whole number, while the number of shares included in the third and final tranche shall be the remaining unvested balance of the Shares.

This Option is subject to and governed by the terms of this Option Certificate, the Option Agreement attached hereto and incorporated by reference herein and the Company’s Incentive Plan.

KING PHARMACEUTICALS, INC.

NONSTATUTORY STOCK OPTION AGREEMENT

     AGREEMENT made as of the Date of Grant set forth on the Option Certificate attached hereto, between King Pharmaceuticals, Inc. (the “Company”), a Tennessee corporation having a principal place of business at 501 Fifth Street, Bristol, Tennessee 37620, and the individual identified on the Option Certificate (the “Participant”).

     WHEREAS, the Company desires to grant to the Participant an Option to purchase shares of its common stock, no par value per share (the “Shares”), under and for the purposes set forth in the Company’s Incentive Plan (the “Plan”) with the specific terms of such Option grant as set forth on the Option Certificate attached hereto;

     WHEREAS, the Company and the Participant understand and agree that any terms used and not defined herein have the same meanings as in the Plan; and

     WHEREAS, the Company and the Participant each intend that the Option granted herein shall be a Nonstatutory Stock Option.

     NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the parties hereto agree as follows:

     1.  GRANT OF OPTION .

     The Company hereby grants to the Participant the right and option to purchase all or any part of an aggregate of the number of Shares listed on the Option Certificate attached hereto, subject to adjustment upon an Adjustment Event after the date hereof as provided in the Plan, on the terms and conditions and subject to all the limitations set forth herein, under United States securities and tax laws, and in the Plan, which is incorporated herein by reference. The Participant acknowledges receipt of a copy of the Plan.

     2.  PURCHASE PRICE .

     The purchase price of the Shares covered by the Option shall be the price per Share as set forth on the Option Certificate attached hereto, subject to adjustment upon an Adjustment Event after the date hereof as provided in the Plan (the “Purchase Price”). Payment shall be made in accordance with Section 6.4 of the Plan.

     3.  EXERCISABILITY OF OPTION .

     Subject to the terms and conditions set forth in this Agreement and the Plan, the Option granted hereby shall become exercisable as set forth on the Option Certificate attached hereto which rights are cumulative and are subject to the other terms and conditions of this Agreement and the Plan.

     4.  TERM OF OPTION .

     The Option shall terminate ten years from the Date of Grant set forth on the Option Certificate attached to this Agreement, but shall be subject to earlier termination as provided herein or in the Plan.

     If the Participant ceases to be an employee of the Company or of a Subsidiary (for any reason other than the death, Disability or Approved Retirement of the Participant or termination of the Participant for Cause (as defined in the Plan)), the Option may be exercised, if it has not previously terminated, at any time within three months of the date the Participant ceases to be an employee of the Company or a Subsidiary, or within the originally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter. In such event, the Option shall be exercisable only to the extent that the Option has become exercisable and is in effect at the date of such cessation of employment.

     Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three months after the termination of employment, the Participant or the Participant’s Survivors may exercise the Option within one year after the date of the Participant’s termination of employment, but in no event after the date of expiration of the term of the Option.

     In the event the Participant’s employment is terminated by the Company or a Subsidiary for Cause, the Participant’s right to exercise any unexercised portion of this Option shall cease immediately as of the time the Participant is notified his or her employment is terminated for Cause, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option or any portion thereof, the Committee determines that, either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute Cause, then the Participant shall immediately cease to have any right to exercise all or any portion of the Option and this Option shall thereupon terminate.

     In the event of the Disability of the Participant, as determined in accordance with the Plan, the Option shall become immediately vested in full and may be exercised within one year after the Participant’s termination of employment or, if earlier, within the term originally prescribed by the Option.

     In the event of the death of the Participant while an employee of the Company or of a Subsidiary, the Option shall become immediately vested in full and may be exercised by the Participant’s Survivors within two years after the date of death of the Participant or, if earlier, within the originally prescribed term of the Option.

     In the event a Participant’s employment terminates by reason of Approved Retirement in accordance with the Plan, the Participant may exercise the Option at any time within the originally prescribed term of the Option. In such event, the Option shall be exercisable only to the extent that the Option has become exercisable and is in effect at the date of such cessation of employment.

     5.  METHOD OF EXERCISING OPTION .

     Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice to the Company or its designee, in substantially the form of Exhibit A attached hereto. Such notice shall state the number of Shares with respect to which the Option is being exercised and shall be signed by the person exercising the Option. Payment of the purchase price for such Shares shall be made in accordance with Section 6.4 of the Plan. The Company shall deliver such Shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws). The Shares as to which the Option shall have been so exercised shall be registered in the Company’s share register in the name of the person so exercising the Option (or, if the Option shall be exercised by the Participant and if the Participant shall so request in the notice exercising the Option, shall be registered in the Company’s share register in the name of the Participant and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person exercising the Option. In the event the Option shall be exercised, pursuant to Section 4 hereof, by any person other than the Participant, such no