On April 24, 2019, the Company entered into an executive employment
agreement with Mr. Campanelli, which was effective April 24, 2019 and had a term through September 23, 2022, to replace his prior agreement dated September 23, 2016, which had a three-year term.
On August 2, 2019, the Company entered into a new executive employment agreement with Mr. Ciarico in connection with his
appointment to Executive Vice President and Chief Commercial Officer Sterile & Generics, which was effective August 2, 2019 and had a three-year term.
On December 9, 2019, the Company entered into an executive employment agreement with Mr. Coughlin, which was effective
December 9, 2019 and had a term of three years, to replace his prior agreement, dated December 9, 2016, that expired pursuant to its terms.
On December 12, 2019, the Committee approved a Letter Agreement in connection with Mr. Campanellis announced
retirement as Chief Executive Officer and President. The Letter Agreement governed the terms and conditions of Mr. Campanellis compensation during the succession planning period until a successor Chief Executive Officer was appointed, and
subsequently as Chairman of the Board and strategic advisor to the Company supporting the transition period until Mr. Campanellis retirement as an employee on December 31, 2020.
On February 19, 2020, the Company entered into an executive employment agreement with Mr. Coleman in connection with his
appointment to President and Chief Executive Officer, which was effective March 6, 2020 and has a term of three years, to replace his prior agreement, dated December 19, 2019.
On February 19, 2020, the Company entered into an executive employment agreement with Mr. Bradley in connection with his
appointment to Executive Vice President and Chief Financial Officer, which was effective March 6, 2020 and has a term of three years, to replace his prior agreement, dated November 6, 2018.
On April 28, 2020, the Company entered into an executive employment agreement with Mr. Barry, which was effective
April 26, 2020 and has a term of three years, to replace his prior agreement, dated April 26, 2017, that expired pursuant to its terms.
On November 4, 2020, the Company entered into an executive employment agreement with Mr. Maletta, which was effective
February 13, 2021 and has a term of three years, to replace his prior agreement, dated February 13, 2018, that expired pursuant to its terms.
On November 4, 2020, the Committee approved Continuity Compensation arrangements for critical leadership positions in the
Company, including the following named executive officers: Messrs. Coleman, Bradley, Maletta and Barry and Dr. Apostol. The arrangements are the result of actions taken by the Committee based on initial shareholder feedback received in 2019 to
implement continuity compensation arrangements to address concerns regarding the Companys ability to motivate top talent and encourage management continuity due to the significant gap between NEO target compensation and competitive norms, and
during a period of significant external headwinds facing Endo and other specialty pharmaceutical companies. The Continuity Compensation arrangements approved by the Committee in 2020 were equal to 1x the value of each NEOs base salary level at
the time of approval (a significant reduction in value from the arrangements implemented in 2019), and are scheduled to vest in 2021. As noted above, the Committee has commenced the phase out of continuity compensation arrangements and has applied
initial adjustments to current NEO pay levels in 2021. A second phase of adjustments will be applied in 2022, ending continuity payments and reverting to conventional compensation arrangements to better align Endo executive pay with median pay
levels exhibited by Endos Pay Comparator Companies.
On April 29, 2021, the Company entered into an executive
employment agreement with Dr. Apostol, which was effective April 29, 2021, to replace his prior agreement, dated April 6, 2020, as amended May 6, 2020 and November 4, 2020, each of which are of no further force or effect.
The payments and benefits to be received by each Current NEO upon certain terminations of employment are governed by
their various employment agreements and Continuity Compensation arrangements. These payments and benefits and the triggering events are further described in the Compensation of Executive Officers section below under the heading
Potential Payments Upon Termination or Change in Control. Each Current NEOs employment agreement contains post-termination restrictive covenants.
The Company also generally enters into a written separation agreement with each of the NEOs upon termination of employment. The
purpose of these agreements is to provide the Company with certainty regarding its post-termination protections and obligations.
On November 19, 2020, the Company entered into a separation agreement with Mr. Coughlin in connection with his termination of employment on March 1, 2021.
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