ENDO INTERNATIONAL PLC (NASDAQ:ENDP) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

On November 7, 2016, Endo announced the appointment of Terrance
J. Coughlin as Executive Vice President and Chief Operating
Officer of Endo, effective November 1, 2016.

In connection with Mr. Coughlins appointment, Endo Health
Solutions Inc. (the Company), an indirect, wholly-owned
subsidiary of Endo, entered into an employment agreement with Mr.
Coughlin, dated as of December 9, 2016 (the Employment
Agreement). The Employment Agreement has a term of three years
ending on December 9, 2019, unless earlier terminated. Under the
Employment Agreement, Mr. Coughlin is entitled to an annual base
salary of $600,000 and he is eligible to receive a target annual
cash bonus of 70% of his base salary.

During the term of the Employment Agreement, Mr. Coughlin is also
eligible to receive equity-based compensation on an annual basis
to be awarded in the sole discretion of the Compensation
Committee of Endos Board of Directors (the Committee), which may
be subject to the achievement of certain performance targets
established by the Committee. Beginning with grants made in 2017,
Mr. Coughlin is eligible to receive equity-based compensation
with a targeted grant date fair market value equal to 300% of his
base salary, subject to any increase in the Committees sole
discretion. Mr. Coughlin is also entitled to receive benefits on
the same basis as other senior executives.

The Employment Agreement also provides that in the event of a
termination of Mr. Coughlins employment by the Company without
Cause or by Mr. Coughlin for Good Reason (as these terms are
defined in the Employment Agreement), Mr. Coughlin will be
entitled to the following benefits, subject to his execution of a
release of claims: a prorated bonus for year of termination
(based on actual performance results), severance in an amount
equal to two times the sum of his base salary and target bonus,
and continuation of medical and life insurance benefits for two
years following termination. Mr. Coughlin may elect to reduce his
severance payments to the extent these payments would constitute
excess parachute payments under Sections 280G and 4999 of the
Internal Revenue Code. Payments upon termination due to death or
disability include a prorated bonus for the year of termination
(based on actual performance results), continuation of medical
and life insurance benefits for Mr. Coughlin and/or his
dependents for two years following such termination and, in the
event of disability, twenty four months of salary continuation
offset by disability benefits. If, within ninety days following
the expiration of the Employment Agreement, Mr. Coughlins
employment is terminated by the Company under circumstances that
would not have constituted Cause or by Mr. Coughlin under
circumstances that would have constituted Good Reason, he will
receive a prorated bonus for the year of termination (based on
actual performance results), and the termination will be treated
as a termination without Cause or for Good Reason for purposes of
any performance-based long-term incentive awards held by Mr.
Coughlin as of the date of such termination of employment.

The Employment Agreement also contains an eighteen month
non-solicitation covenant, an eighteen month non-competition
covenant, a non-disparagement covenant and a covenant providing
for cooperation by Mr. Coughlin in connection with any
investigations and/or litigation.

Mr. Coughlins prior agreement with the Company dated as of
September 8, 2015 is superseded by the Employment Agreement
except with respect to the terms of his initial restricted stock
units, initial performance stock units, initial stock options,
retention restricted stock units and matching performance share
units received to the September 8, 2015 prior agreement. The
foregoing description of the Employment Agreement does not
purport to be complete and is qualified in its entirety to the
full text of the Employment Agreement, a copy of which is filed
herewith as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.