Page 48 - EndoProxy2012_final

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endo
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100 Endo Boulevard
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Chadds Ford, Pennsylvania 19317
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(2) The amounts shown in these columns represent the grant date fair value for each director’s stock-based awards
under ASC 718. See notes 13, 13 and 12 to our audited financial statements included in our 2011, 2010 and 2009
Annual Reports on Form 10-K, respectively, for the assumptions we used in valuing and expensing these awards in
accordance with ASC 718. The grant date fair value of each option and stock award granted in 2011, computed in
accordance with ASC 718, is as follows:
(3) The following table summarizes the number of stock options and restricted stock outstanding and exercisable at
December 31, 2011, for each Director in 2011:
(a) Based upon the closing price on December 31, 2011 of $34.53. Includes all outstanding options as of Decem-
ber 31, 2011, for which the exercise price is equal to or less than $34.53 per share.
Annual Cash Retainer Fees.
For 2011, each non-employee director who was not affiliated with the Company (a Non-Affiliated
Director) received $12,500 cash in the first and second quarter of service and $15,000 in the third and fourth quarter. In
addition, any Non-Affiliated Director who serves as the Chair of the Audit Committee, the Compensation Committee or the
Transactions Committee receives an additional fee of $15,000 cash per year, and any Non-Affiliated Director who serves
as the Chair of the Nominating & Governance Committee receives an additional fee of $5,000 cash per year. Also, any Non-
Affiliated Director who serves as the Chair of the Board of Directors receives an additional fee of $150,000 cash per year.
Meeting Fees
. For 2011, Non-Affiliated Directors also received a fee of $2,250 cash for attending each Board meeting and
$1,500 cash ($2,000 cash in the case of the Audit Committee) for attending each committee meeting on which such indi-
vidual serves.
Stock-based Awards.
Effective July 1, 2011, the Non-Affiliated Directors receive the stock compensation described below:
Each Non-Affiliated Director receives an annual stock award equal in value to $200,000, 100% of which is re-
stricted stock units. The number of restricted stock units actually awarded to each director is calculated using the
closing price as of the date of the grant.
The Compensation Committee annually reviews current market data and, if appropriate, recommends to the Board
of Directors any necessary adjustment to the expected value of the annual stock award to directors.
Name
Fees Paid in Shares of
Endo Common Stock
($)
William P. Montague
$
26,375
Joseph C. Scodari
$
100,750
William F. Spengler
$
106,500
Name
Grant Date
Fair Value on Grant
Date of Restricted
Stock
Roger H. Kimmel
March 14, 2011 $
149,995
John J. Delucca
March 14, 2011 $
149,995
Nancy J. Hutson, Ph.D.
March 14, 2011 $
149,995
Michael Hyatt
March 14, 2011 $
149,995
William P. Montague
March 14, 2011 $
149,995
David B. Nash, M.D., M.B.A.
March 14, 2011 $
149,995
Joseph C. Scodari
March 14, 2011 $
149,995
William F. Spengler
March 14, 2011 $
149,995
Name
Options
Outstanding at
Fiscal Year End
Options Exercisable
at Fiscal Year End
Shares Outstanding
at Fiscal Year End
Shares Vested at
Fiscal Year End
Value at Fiscal
Year End (a)
Roger H. Kimmel
49,809
36,856
13,853
10,438 $
993,222
John J. Delucca
39,809
26,856
5,677
10,438 $
586,205
Nancy J. Hutson, Ph.D.
18,185
7,070
5,677
5,325 $
456,884
Michael Hyatt
64,809
51,856
5,677
10,438 $
969,405
William P. Montague
18,478
7,216
11,112
5,435 $
654,492
David B. Nash, M.D., M.B.A.
-
-
4,260
- $
147,098
Joseph C. Scodari
23,649
11,095
5,677
7,553 $
521,790
William F. Spengler
23,649
11,095
11,112
7,553 $
709,460