PAR PHARMACEUTICAL COMPANIES, INC. TERMS OF RESTRICTED STOCK UNIT AWARD (Effective for 2011 Awards)

EXHIBIT 10.5.15

PAR PHARMACEUTICAL COMPANIES, INC.

TERMS OF RESTRICTED STOCK UNIT AWARD

(Effective for 2011 Awards)

This document sets forth the terms of the award of Restricted Stock Units (as defined in Section 1 below) granted by PAR PHARMACEUTICAL COMPANIES, INC. (the “Company”) pursuant to a Certificate of Restricted Stock Units (the “Certificate”) displayed at the website of Morgan Stanley Smith Barney Benefits Access.  The Certificate, which specifies the person to whom the Restricted Stock Units have been awarded (the “Participant”), other specific details of the award, and the electronic acceptance of the Certificate at the website of Morgan Stanley Smith Barney, are incorporated herein by reference.

WHEREAS, the Board of Directors (the “Board
48;) of the Company has authorized and approved the Par Pharmaceutical Companies, Inc. 2004 Performance Equity Plan (the “Plan”), which has been approved by the stockholders of the Company;  

WHEREAS, the Plan, in part, provides for the grant of Restricted Stock Units to certain employees of the Company and any Subsidiary of the Company;

WHEREAS, pursuant to the Plan, the Committee has approved an award to the Participant of Restricted Stock Units, designated in the Certificate, on the terms and conditions set forth in the Plan and in these Terms.  Capitalized terms used but not defined in these Terms shall have the meanings set forth in the Plan.

NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:

1.         Grant of Restricted Stock Units.

(a) Subject to the terms and conditions hereinafter set forth and set forth in the Plan, the Company grants as of the date of grant specified on the Certificate (the “Date of Grant”) to the Participant that number of Restricted Stock Units set forth in the Certificate (the “Units”), which are based on the value of shares of the Company’s common stock, par value $.01 per share (“Shares”).  The Units are subject to the restrictions set forth in Section 2 of these Terms, the terms and conditions of the Plan and the other terms and conditions contained in these Terms.  

(b) The Units granted under these Terms shall be reflected in a bookkeeping account maintained by the Company during the Restricted Period.  If and when the restrictions set forth in Section 2 expire in accordance with these Terms, and upon the satisfaction of all other applicable conditions as to the Units, such Units (and any related Dividend Units described in Section 1(c) below) not forfeited pursuant to Section 4 hereof shall be settled in cash as provided in Section 1(e) of these Terms and otherwise in accordance with the Plan.

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                        (c) With respect to each Unit, whether or not vested, that has not been forfeited (but only to the extent such award of Units has not been settled for cash), the Company shall, with respect to any cash dividends paid on the Shares, accrue and credit to the Participant’s bookkeeping account a number of Units having a Fair Market Value as of the date such dividend is paid equal to the cash dividends that would have been paid with respect to such Unit if it were an outstanding Share (the “Dividend Units”).  These Dividend Units thereafter shall (i) be treated as Units for purposes of future dividend accruals pursuant to this Section 1(c); and (ii) vest in such amounts (rounded to the nearest whole Unit) at the same time as the Units with respect to which such Dividend Units were received.  

(d) The Company’s obligations under these Terms (with respect to both the Units and the Dividend Units, if any) shall be unfunded and unsecured, and no special or separate fund shall be established and no other segregation of assets shall be made.  The rights of Participant under these Terms shall be no greater than those of a general unsecured creditor of the Company.  In addition, the Units shall be subject to such restrictions as the Company may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange upon which Shares are then listed, any Company policy and any applicable federal or state securities law.

(e) Except as otherwise provided in these Terms, settlement of the Units in accordance with the provisions of this Section 1(e) shall be delivered within sixty (60) days after the end of the Restricted Period, and upon the satisfaction of all other applicable conditions as to the Units (including the payment by the Participant of all applicable withholding taxes).  The Units so payable to the Participant shall be paid solely in cash based on the Fair Market Value of the Shares (based on the closing price of the Shares as of the first business day next following the last day of the Restricted Period).  

2.         Restrictions.

(a) The Participant shall have no rights as a stockholder of the Company by virtue of any Unit.

(b)   None of the Units may be sold, transferred, assigned, pledged or otherwise encumbered or disposed of during the Restricted Period, except as may be permitted by the Plan or as otherwise permitted by the Committee in its sole discretion or pursuant to rules adopted by the Committee in accordance with the Plan.

(c) Any attempt to dispose of the Units or any interest in the Units in a manner contrary to the restrictions set forth in these Terms shall be void and of no effect.

3.         Restricted Period and Vesting.  

(a) The “Restricted Period” is the period beginning on the Date of Grant and ending on the date the Units, or such applicable portion of the Units, are deemed vested in accordance with the following schedule or as otherwise provided under these Terms:

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                 Vesting Date                                            Vested Percentage

1^st  Anniversary of the Date of Grant                                   25%

2^nd Anniversary of the Date of Grant                                    50%

3^rd Anniversary of the Date of Grant                                    75%

4^th Anniversary of the Date of Grant                                   100%

The Units shall be deemed vested and no longer subject to forfeiture under Section 4 upon expiration of the Restricted Period, and the satis faction of all other applicable conditions as to the Units (including the payment by the Participant of all applicable withholding taxes).  

(b) Notwithstanding the foregoing vesting schedule, the Restricted Stock Unit Award will be deemed fully vested and no longer subject to forfeiture in the event of a Change of Control of the Company (as defined in and subject to the provisions of the Plan).

4.         Forfeiture.  

(a) Subject to Section 7 hereof, if during the Restricted Period (i) the Participant’s employment with the Company, its Affiliates and/or its Subsidiaries is terminated for any reason, inclu ding termination by reason of resignation, other than due to death or disability, (ii) there occurs a material breach of these Terms by the Participant, or (iii) the Participant fails to meet the tax withholding obligations described in Section 5(b) hereof, all rights of the Participant to the Units that have not vested in accordance with Section 3 as of the date of such event shall terminate immediately and be forfeited in their entirety.

(b) In the event that the Participant’s employment with the Company, its Affiliates and/or its Subsidiaries is terminated due to the Participant’s death or disability prior to the fourth anniversary of the Date of Grant, the Participant shall be deemed vested as of the date of such termination in that percentage of the Uni ts which the Participant would have become vested in if the Participant had remained employed through the next anniversary of the Date of Grant that first occurs on or after the date of such termination, and that number of Units shall no longer be subject to forfeiture.  The remainder of any Units that have not vested in accordance with the terms of Section 3 or this Section 4(b) as of the date of the Participant’s termination shall terminate immediately and be forfeited in their entirety.  The determination of whether the Participant has terminated employment due to disability shall be made in the good faith judgment of the Committee.

5.         Withholding.

(a) The Committee shall determine the amount of any withhold ing or other tax required by law to be withheld or paid by the Company with respect to any income recognized by the Participant with respect to the Units.

(b) The Participant shall be required to meet any applicable tax withholding obligation in accordance with the provisions of Article 18 of the Plan.

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                         (c) The Committee shall be authorized, in its sole discretion, to establish such rules and procedures relating to the use of Units to satisfy tax withholding obligations as it deems necessary or appropriate to facilitate and promote the conformity of the Participant’s transactions under the Plan and these Terms with Rule 16b-3 under the Securities Exchange Act of 1934, as amended, if such Rule is applicable to transactions by the Participant.

6.         Covenants and Conditions on Awards and Recovery.

(a) Covenants.  As a condition for participation in the Plan and the receipt of any benefits under these Terms, the Participant shall agree and covenant as follows:

(i) at any time durin g the Participant’s employment with the Company, its Affiliates or its Subsidiaries and for a period of twenty-four (24) months following the Participant’s termination of such employment, the Participant shall not, directly or indirectly, either (A) personally or (B) as an employee, agent, partner, stockholder, officer or director of, consultant to, or otherwise of any entity or person engaged in any business in which the Company, its Affiliates or its Subsidiaries is engaged, or is actively proposing to engage at the time of such termination of employment, engages in conduct that breaches the Participant’s duty of loyalty to the Company, its Affiliates or its Subsidiaries or that is in material competition with the Company, its Affiliates or its Subsidiaries or is materially injurious to the Compan y, its Affiliates or its Subsidiaries, monetarily or otherwise, which conduct shall include, but not be limited to:  (1) disclosing or using any confidential information pertaining to the Company, its Affiliates or its Subsidiaries; (2) any attempt, directly or indirectly, to induce any employee of the Company, its Affiliates or its Subsidiaries to be employed or perform services elsewhere; or (3) any attempt, directly or indirectly, to solicit the trade of any customer or supplier or prospective customer or supplier of the Company, its Affiliates or its Subsidiaries; or (4) disparaging the Company, its Affiliates or its Subsidiaries or any of their respective officers or directors.  The determination of whether any conduct, action or failure to act falls within the scope of activities contemplated by this Section shall be made by the Committee, in its discretion, and shall be final and binding upon the Participant.  A determination that any particular conduct, action or failure falls outside the scope of activities contemplated by this Section shall not imply that, or be determinative of whether, such conduct, action or failure is otherwise lawful or appropriate.  For purposes of this Section, the Participant shall not be deemed to be a stockholder of a competing entity if the Participant’s record and beneficial ownership of equity securities of said entity amount to not more than one percent (1%) of the outstanding equity securities of any company subject to the periodic and other reporting requirements of the Securities Exchange Act of 1934, as amended.

(ii) the Company would be irreparably injured in the event of a breach of any of the Participant’s obligations under Section 6(a)(i), monetary damages would not be an adequate remedy for any su ch breach and the Company shall be entitled to injunctive relief, in addition to any other remedies that it may have, in the event of any such breach.

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                        (b) Recovery of Award Upon Violation of Covenants.  In the event that the Committee determines that the Participant has violated any of the covenants contained in Section 6(a), then:

(i) all of the Participant’s unvested Units shall be forfeited immediately and all rights of the Participant with respect to such Units shall terminate; and

(ii) to the extent that the Participant has received cash in settlement of any Units upon vesting of such Units, the Participant upon notice from the Company of the Participant’s obligations under this Section 6(b)(ii), shall immediately deliver to the Company an amount in cash equal to the payment previously received by the Participant in settlement of the vested Units.

The notice described in subsection (ii) above may be given at any time w ithin twelve months after the expiration of the applicable covenant period under Section 6(a).  

(c) Recovery of Compensation in Connection with Financial Restatement.  Notwithstanding any other provision of these Terms, if the Board determines that the Company is required to restate its financial statements due to material noncompliance with any financial reporting requirement under the law, whether such noncompliance is the result of misconduct or other circumstances, the Participant shall be required to reimburse the Company for any amounts earned or payable with respect to this Award to the extent required by and otherwise in accordance with applicable law and any Company policies.

7.         Committee’s Discretion< /u>.  Notwithstanding any provision of these Terms to the contrary, the Committee shall have discretion to waive any forfeiture of the Units as set forth in Section 4 hereof, the restrictions set forth in Section 2 hereof and any other conditions set forth in these Terms.