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endo | 100 Endo Boulevard | Chadds Ford, Pennsylvania 19317 43
• All restricted stock units vest over one year (100% on the first anniversary of the grant date).
• The annual stock award grant date is in early March of each year and the exercise price of the securities granted,
if applicable, is the closing price on the date of grant.
On March 12, 2012, Non-Affiliated Directors each received:
• 5,481 shares of restricted stock valued at $36.49 per share (the closing price on the day of grant), which vest over
one year (100% on March 12, 2013).
Directors Stock Election Plan. Under the Directors Stock Election Plan, non-employee Directors may elect to have some, or all
of their quarterly retainer and/or meeting fees delivered in the form of Endo Common Stock. The amount of stock will be
determined by dividing the portion of cash fees elected to be received as stock by the closing price of the stock on the last
day trading of the calendar quarter, which is the day the payment would have otherwise been paid in cash.
Directors Deferred Compensation Plan. The Endo Directors Deferred Compensation Plan provides an opportunity for non-em-
ployee Directors to defer receipt of the annual retainer and/or meeting fees (cash or as elected in the form of Endo stock)
and RSUs. At the point of distribution, participants will receive the accumulated compensation in a lump sum payment or
annual installment payments.
Additional Arrangements. The Company pays for or provides (or reimburses directors for out-of-pocket costs incurred for)
transportation, hotel, food and other incidental expenses related to attending Board and committee meetings or partici-
pating in director education programs and other director orientation or educational meetings.
Insurance and Indemnification. The Company has retained directors and officers indemnification insurance coverage. This
insurance covers directors and officers individually where exposures exist, other than those for which the Company is able
to provide indemnification.
Security Ownership of Certain Beneficial Owners and Management
Security Ownership of Certain Beneficial Owners and Management. The following table sets forth, as of April 9, 2012, the name,
address and holdings of each person, including any “group” as defined in Section 13(d)(3) of the Exchange Act, known by
Endo to be the “beneficial owner” of more than 5% of common stock. Footnote (a) below provides a brief explanation of
what is meant by the term “beneficial ownership.” The following table also sets forth, as of April 9, 2012, the number of
shares of common stock beneficially owned by each of the Company’s then current directors and the Chief Executive Of-
ficer, the principal financial officer and the other three most highly compensated executive officers of the Company as of
April 9, 2012. The following table also sets forth, as of April 9, 2012, the number of shares of common stock beneficially
owned by all then current directors and executive officers of the Company as a group.
Other Information Regarding the Company