Page 41 - EndoProxy2012_final

endo | 100 Endo Boulevard | Chadds Ford, Pennsylvania 19317 35
d The amounts shown in this column represent the reimbursement of taxes associated with perquisites and other
benefits.
4 Mr. Levin joined the Company as its Executive Vice President, Chief Financial Officer on June 1, 2009. Accordingly, his
annualized 2009 base salary of $600,000 was pro-rated. His 2009 IC and LTI compensation were not pro-rated. As
described in more detail below under the section titled “Employment and Change in Control Agreements; Severance
Agreements”, in connection with his commencement of employment with the Company on June 1, 2009, Mr. Levin,
our Executive Vice President & Chief Financial Officer, was granted on such date (a) restricted stock units of 43,500
and (b) stock options of 80,000. Due to an administrative error, the Company cancelled a portion of the non-qualified
stock options and replaced the cancelled awards with a new grant of incentive stock options on July 28, 2009. The total
number of options granted in 2009 exceeded the 80,000 options per his employment agreement due to the increased
exercise price on July 28, 2009. The cancellation and re-granting of awards was intended for Mr. Levin to be in the
same economic position as he would have been under the original terms of his employment agreement.
5 Ms. McHugh joined the Company as its Chief Operating Officer on March 15, 2010. Accordingly, her annualized 2010
base salary of $535,000 was pro-rated. Her 2010 IC and LTI compensation were not pro-rated. As described in more
detail in her employment agreement under the section titled “Initial Equity Grants”, in connection with her commence-
ment of employment with the Company on March 15, 2010, Ms. McHugh, our Chief Operating Officer, was granted on
such date (a) restricted stock units equal in value to $334,364 and (b) stock options equal in value to $1,000,084.
The employment agreements, short-term and long-term incentive compensation program and awards, explanation of
amount of salary and bonus in proportion to total compensation, and other elements of the Summary Compensation Table
are discussed at length in the “COMPENSATION DISCUSSION AND ANALYSIS” above.
2011 Grants of Plan-Based Awards
The following table summarizes grants of plan-based awards made to the NEOs during the year ended December 31, 2011.
1 The grant date of all awards is the date of the Board of Directors’ action in which such award is approved.
2 The amounts shown in these columns represent the range of IC program payouts targeted for 2011 performance as de-
scribed in the section titled “Performance-Based Annual Cash Incentive Compensation (IC)” in the “COMPENSATION
DISCUSSION AND ANALYSIS” above. There is no threshold for this award. The bonus payment for 2011 performance
has been made according to the metrics described and is shown in the Summary Compensation Table in the column
titled “Non-Equity Incentive Plan Compensation.”
3 The amounts shown in these columns represent the range of shares that may be released at the end of the three-
year performance period applicable to our PSUs assuming achievement of the relevant performance objectives, as
described in the section titled “Equity-Based Long-term Incentive (LTI) Compensation” in the “COMPENSATION DIS-
CUSSION AND ANALYSIS” above. There is no threshold for this award. The PSU awards granted in 2011 were made
according to the metrics described and are included in the Summary Compensation Table in the column titled “Stock
Awards.”
Current
NEOs
Grant
Date (1)
Threshold
Estimated Future Payouts Under Non-
Equity Incentive Plan Awards (2)
Estimated Future Payouts
Under Equity Incentive Plan
Awards (3)
All Other
Stock
Awards
(number
of shares
of stocks
or units)
(#)(4)
All Other
Option
Awards
(number of
securities
underlying
options)
(#)(4)
Exercise
or Base
Price of
Option
Awards
($/Sh)
Grant Date
Fair Value
of Stock
& Option
Awards (5)
Threshold
($) Target ($)
Maximum
($)(6)
Threshold
(#)
Target
(#)
Maximum
(#)(7)
David P.
Holveck
23 Feb 11 $ - $ 1,320,000 $ 2,970,000 - - - - 161,983 $ 33.98 $ 1,760,933
23 Feb 11 $ - $ - $ - - - - 51,913 - $ - $ 1,764,004
23 Feb 11 $ - $ - $ - - 51,913 103,826 - - $ - $ 1,764,004
Alan G.
Levin
23 Feb 11 $ - $ 353,650 $ 795,713 - - - - 51,074 $ 33.98 $ 555,231
23 Feb 11 $ - $ - $ - - - - 16,368 - $ - $ 556,185
23 Feb 11 $ - $ - $ - - 16,368 32,736 - - $ - $ 556,185
Julie H.
McHugh
23 Feb 11 $ - $ 336,000 $ 756,000 - - - - 49,128 $ 33.98 $ 534,075
23 Feb 11 $ - $ - $ - - - - 15,745 - $ - $ 535,015
23 Feb 11 $ - $ - $ - - 15,745 31,490 - - $ - $ 535,015
Ivan P.
Gergel,
M.D.
23 Feb 11 $ - $ 349,800 $ 787,050 - - - - 41,549 $ 33.98 $ 451,683
23 Feb 11 $ - $ - $ - - - - 13,316 - $ - $ 452,478
23 Feb 11 $ - $ - $ - - 13,316 26,632 - - $ - $ 452,478
Caroline B.
Manogue
23 Feb 11 $ - $ 297,000 $ 668,250 - - - - 36,609 $ 33.98 $ 397,980
23 Feb 11 $ - $ - $ - - - - 11,732 - $ - $ 398,653
23 Feb 11 $ - $ - $ - - 11,732 23,464 - - $ - $ 398,653