2018 Guide to Effective Proxies

6 TH EDITION | GUIDE TO EFFECTIVE PROXIES 328 Paul V. Campanelli President and Chief Executive Officer (continued) LTI levels awarded by Endo’s Pay Comparator Companies (see Summary Compensation Table’s footnote (1) on page 53 for details regarding LTI valuations under ASC 718 for accounting and proxy reporting purposes), and reflective of Mr. Campanelli’s performance and contributions in 2017. The Committee granted a portion of this award with an expected target value of approximately $6,804,000 (comprised of 900,000 RSUs and 300,000 PSUs) during the annual grant cycle in 2018. This was due to the fact that Mr. Campanelli’s award exceeded the 1.5 million share maximum individual grant limitation under the current LTI Program. Consistent with Endo’s other NEOs, Mr. Campanelli’s 2018 equity award was issued in the form of RSUs equal to 75% of Mr. Campanelli’s total LTI award, and performance-based equity consisting of 25% PSUs, with realizable value dependent upon the delivery of shareholder value and achievement of free cash flow objectives. The combined use of RSUs and PSUs in 2018 supported the Company’s share pool management priorities, and also allowed for a consistent approach for all executive and senior management employees aimed at increasing the equity stake for our key leaders, while motivating our key leaders so they can remain focused on business continuity and strategic growth priorities. Since joining Endo in 2015, Mr. Campanelli received a relatively high proportion of his LTI awards in the form of PSUs and stock options. The decision to award Mr. Campanelli 75% of his 2018 equity award in the form of RSUs also helped to balance the LTI he received since joining Endo more evenly across PSUs, RSUs and stock options. This grant was approved in recognition of Mr. Campanelli’s overall performance relative, but not limited to, the factors adopted by the Committee for all applicable NEO LTI assessments (as referenced under the section “Equity-Based Long-term Incentive Compensation”). Mr. Campanelli’s equity-based award allows his total Direct Compensation levels and pay mix to be highly consistent with practices observed among CEOs of both Endo’s Pay Comparator Companies and ISS Peer Group (2017 target Direct Compensation levels ranked below the 50th percentile compared to the Endo Pay Comparator Companies, and above the 50th percentile compared to the ISS Peer Group median). Mr. Campanelli’s 2017 pay structure supports the Company’s pay-for-performance compensation philosophy in that only 9% of Mr. Campanelli’s total Direct Compensation is fixed while 91% is variable and dependent upon performance. Paul V. Campanelli Incentive-Based Pay 91% 9% 10% 81% 9% 10% 81% Pay Comparator Companies Incentive-Based Pay 91% 10% ISS Peer Group Incentive-Based Pay 90% 13% 77% Base Salary Annual Incentives Long-Term Incentives 49 ENDO INTERNATIONAL PLC