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endo
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100 Endo Boulevard
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Chadds Ford, Pennsylvania 19317
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Compensation Philosophy
Endo’s compensation philosophy is to pay for performance. The Compensation Committee believes that the most effec-
tive executive compensation program is one that is designed to provide incentives that advance the interests of share-
holders and deliver levels of compensation that are commensurate with performance. Endo’s compensation philosophy
is designed to support our business strategy by attracting and retaining highly-talented individuals and motivating them
to achieve competitive corporate performance, while embracing the Company’s values and leadership attributes.
Our executive compensation program seeks to:
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Create long-term shareholder value;
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Link compensation with company and individual performance;
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Rewarding high performance as measured against the company’s strategic and business plans;
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Provideappropriate compensation for achievingannual resultswhile fosteringa long-termperformanceorientation;
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Reflect the competitive market for talent; and
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Mitigate risk.
Elements of Executive Compensation
The Company’s compensation programs consist of elements designed to complement each other and reward achieve-
ment of short-term and long-term objectives tied to the Company’s performance through the establishment and achieve-
ment of strategic operating metrics or as a function of the Company’s total shareholder return. In support of our com-
pensation philosophy, we have chosen selected metrics to align employee compensation, including compensation for the
NEOs, to the Company’s strategic operating results and business strategy. The three principal components of the Com-
pany’s total compensation are base salary, annual cash incentive compensation and equity-based LTI compensation.
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Base Salary reflects job responsibilities, value to the Company and individual performance while also taking into
consideration market competitiveness.
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Annual cash IC is a short-term program that reinforces the Company’s pay-for-performance approach, rewarding
the achievement of annual goals and objectives.
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LTI compensation provides an equity-based award that is performance-based. The objective of the program is to
align compensation for NEOs over a multi-year period directly with the interests of shareholders of the Company
by motivating and rewarding the creation and preservation of long-term shareholder value.
Say-on-Pay Consideration
In establishing 2012 compensation, the Compensation Committee also considered the results of the most recent stock-
holder advisory vote on executive compensation (the “say-on-pay vote”) at our annual meeting of stockholders held in
May 2011, where over 94%of the votes cast on the say-on-pay proposal were voted in favor of the proposal, and over 81%
voted in favor of our Board’s recommendation to conduct an advisory vote on executive compensation every year, rather
than every two or three year intervals. The Compensation Committee believes these results affirm stockholder support
for our executive compensation decisions and policies, and as such, the Compensation Committee did not implement
any changes as a result of this vote. The Compensation Committee will continue to consider the results of future say-on-
pay votes when making executive compensation decisions and policies.
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