EX-10.4 Form of Restricted Share Award

Exhibit 10.4

KOS INCENTIVE PLAN

RESTRICTED SHARE AWARD AGREEMENT

     This Restricted Share Award Agreement (the “Agreement”) is effective as of ___2006 (the “Date of Grant”) and is made between Kos Pharmaceuticals, Inc., a Florida corporation (the “Company”) and ___(the “Recipient”).

Preliminary Statements

     The Recipient accepts the Restricted Share Award grant and agrees to be bound by the terms and conditions of the Plan and this Agreement. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Agreement.

Agreement

     1. Restricted Shares. Subject to the terms and conditions provided in this Agreement and the Plan, the Company hereby grants to the Recipient ___shares of Common Stock (the “Restricted Shares”). The extent to which the Restricted Shares become vested and non-forfeitable shall be determined in accordance with the provisions of Sections 2 and 3 of this Agreement.

     2. Vesting. Each Restricted Share shall become vested according to the following schedule based on the anniversary of the Date of Grant, provided that the Recipient remains continuously employed by, or provides continuous service to, the Company or a Subsidiary until such anniversary date:

Anniversary of Date of Grant		Percent Vested
Prior to 1st Anniversary		0%
1st		25%
2nd		50%
3rd		75%
4th		100%

     Notwithstanding the following, the Committee, in its sole and absolute discretion, may accelerate the vesting of a Restricted Share at any time.

     The unvested portion of the Restricted Shares will automatically fully vest upon the death of the Recipient if as of the date of the Recipient’s death the Recipient was either an active or retired employee and had five (5) years of service with the Company. If the Recipient is either an active or retired employee of the Company and dies prior to his/her fifth (5^th) year of employment with the Company, a pro rata portion (representing the actual length of service divided by five (5) years) of the unvested portion of the Retirement Shares will automatically vest.

     3. Change in Control. Contingent upon the occurrence of a Change in Control, as defined in the Plan, the Board may, but is not required to, accelerate the vesting of Restricted Shares that are not yet vested on the date such Change in Control is determined to have occurred.

     4. Restrictions on Transfer. The Recipient shall not have the right to make or permit to occur any transfer, pledge or hypothecation of all or any portion of unvested Restricted Shares, whether outright or as security, with or without consideration, voluntary or involuntary. Any transfer, pledge or hypothecation not made in accordance with this Agreement shall be deemed null and void.

     5. Forfeiture. In the event that the Recipient’s employment or service, as the case may be, with the Company or a Subsidiary terminates for any reason other than death before all of the Restricted Shares become vested in accordance with Section 2 or Section 3 of this Agreement, the unvested Restricted Shares shall be forfeited as of the Recipient’s last day of employment or service, as the case may be, with the Company or a Subsidiary. The Company shall have the right to determine, in its sole discretion, whether a leave of absence results in a termination of employment or service under this Agreement.

     6. Death of Recipient. In the event of the death of the Recipient, the Recipient’s Restricted Shares, to the extent unvested on the date immediately preceding the date of death, shall thereupon automatically be forfeited.

     7. Tax Payment Upon Vesting.

          (a) At such time as the Recipient becomes vested pursuant to Section 2 or Section 3 above in the Restricted Shares, the Recipient (or his/her personal representative) shall deliver to the Company, within ten (10) days after the occurrence of the vesting event specified in Section 2 or Section 3 above (or in the event of death, within ten (10) days of the appointment of the personal representative) (a “Vesting Date”), either a certified check payable to the Company in the amount of all withholding tax obligations (whether federal, state, local or foreign income or social insurance tax), imposed on the Recipient and the Company by reason of the vesting of the Restricted Shares, or a withholding election form to be provided by the Company upon request by the Recipient (or personal representative). Failure to tender either the required certified check or withholding election form will result in a delay of the delivery of the Restricted Shares. Upon receipt of payment in full of all withholding tax obligations, the Company shall cause a certificate representing the vested Restricted Shares (which then will be unrestricted) to be issued and delivered to the Recipient.

          (b) In the event the Recipient or his personal representative elects to satisfy the withholding obligation by executing the withholding election form, the Recipient’s actual number of vested shares of Restricted Shares shall be reduced by the smallest number of whole shares of Common Stock of the Company which, when multiplied by the fair market value of the Common Stock on the Vesting Date, is sufficient to satisfy the amount of the withholding tax