endo_ex10-2.htm


    


    Exhibit
      10.2


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    ENDO
      PHARMACEUTICALS HOLDINGS INC.

    


    401(K)
      RESTORATION PLAN

    


    (Effective
      January 1, 2008)

    


    
    

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      ENDO
        PHARMACEUTICALS HOLDINGS INC.

      401(K)
        RESTORATION PLAN

    

     

     

    
      	
              ARTICLE
                I

            	 
	
              INTRODUCTION

            	
              1

            
	 	
              1.1.

            	
              Name

            	
              1

            
	 	
              1.2.

            	
              Effective
                Date

            	
              1

            
	 	
              1.3.

            	
              Purpose

            	
              1

            
	
              ARTICLE
                II

            	 
	
              DEFINITIONS

            	
              2

            
	 	
              2.1.

            	
              Account

            	
              2

            
	 	
              2.2.

            	
              Administrator

            	
              2

            
	 	
              2.3.

            	
              Affiliate

            	
              2

            
	 	
              2.4

            	
              Base
                Salary.

            	 
	 	
              2.5

            	
              Beneficiary

            	
              2

            
	 	
              2.6.

            	
              Board

            	
              2

            
	 	
              2.7

            	
              Change
                in Control

            	
              2

            
	 	
              2.8.

            	
              Code

            	
              3

            
	 	
              2.9.

            	
              Committee

            	
              3

            
	 	
              2.10

            	
              Company

            	
              3

            
	 	
              2.11.

            	
              Compensation

            	
              3

            
	 	
              2.12.

            	
              Deemed
                Investment Option

            	
              4

            
	 	
              2.13.

            	
              Deferral
                Limit

            	
              4

            
	 	
              2.14.

            	
              Eligible
                Employee

            	
              4

            
	 	
              2.15.

            	
              Employee
                Deferral Contribution

            	
              4

            
	 	
              2.16.

            	
              Enrollment
                Agreement

            	
              4

            
	 	
              2.17.

            	
              ERISA

            	
              4

            
	 	
              2.18.

            	
              Matching
                Contribution

            	
              5

            
	 	
              2.19

            	
              Participant

            	
              5

            
	 	
              2.10.

            	
              Plan

            	
              5

            
	 	
              2.21.

            	
              Plan
                Year

            	
              5

            
	 	
              2.22.

            	
              Qualified
                401(k) Plan

            	
              5

            
	 	
              2.23.

            	
              Separation
                from Service

            	
              5

            
	 	
              2.24.

            	
              Specified
                Employee

            	
              5

            
	 	
              2.25.

            	
              Unforeseeable
                Emergency

            	
              5

            
	
              ARTICLE
                III

            	 
	
              PARTICIPATION
                AND VESTING

            	
              7

            
	 	
              3.1.

            	
              Participation

            	
              7

            
	 	
              3.2.

            	
              Cessation
                of Participation

            	
              7

            
	 	
              3.3.

            	
              Vesting

            	
              7

            
	
              ARTICLE
                IV

            	 
	
              EMPLOYEE
                DEFERRAL CONTRIBUTIONS AND MATCHING CONTRIBUTIONS

            	
              8

            
	 	
              4.1.

            	
              Employee
                Deferral Contributions

            	
              8

            
	 	
              4.2.

            	
              Newly
                Eligible Employees

            	
              8

            
	 	
              4.3.

            	
              Matching
                Contributions

            	
              9

            
	 	
              4.4.

            	
              Termination
                as an Active Participant

            	
              9

            


    

    
      	
              ARTICLE
                V

            	 


    

     

     

    
      
        
        

      

      
        (i)

        
          

        

      

      
        
        

      

    

    
 

    
      	
              DISTRIBUTIONS

            	
              10

            
	 	
              5.1.

            	
              Distribution
                Date

            	
              10

            
	 	
              5.2.

            	
              Method
                of Payment

            	
              10

            
	 	
              5.3.

            	
              Distributions
                on Death

            	
              10

            
	 	
              5.4.

            	
              Distributions
                on Unforeseen Emergency

            	
              10

            
	
              ARTICLE
                VI

            	 
	
              FUNDING
                AND INVESTMENTS

            	
              12

            
	 	
              6.1.

            	
              Plan
                Unfunded

            	
              12

            
	 	
              6.2.

            	
              Establishment
                of Grantor Trust

            	
              12

            
	 	
              6.3

            	
              Participant’s
                Interest in Plan

            	
              12

            
	 	
              6.4.

            	
              Returns
                on Account

            	
              12

            
	 	
              6.5.

            	
              Deemed
                Investment Options

            	
              12

            
	 	
              6.6.

            	
              Changes
                in Deemed Investment Options

            	
              13

            
	 	
              6.7.

            	
              Valuation
                of Account

            	
              13

            
	
              ARTICLE
                VII

            	 
	
              ADMINISTRATION
                AND INTERPRETATION

            	
              14

            
	 	
              7.1.

            	
              Administration

            	
              14

            
	 	
              7.2.

            	
              Delegation

            	
              14

            
	 	
              7.3.

            	
              Interpretation

            	
              14

            
	 	
              7.4.

            	
              Records
                and Reports

            	
              14

            
	 	
              7.5.

            	
              Payment
                of Expenses

            	
              15

            
	 	
              7.6.

            	
              Indemnification
                for Liability

            	
              15

            
	 	
              7.7.

            	
              Claims
                Procedure

            	
              15

            
	 	
              7.8.

            	
              Review
                Procedure

            	
              15

            
	 	
              7.9.

            	
              Incompetency
                of Participant or Beneficiary

            	
              16

            
	 	
              7.10.

            	
              Disclosure
                to Participants

            	
              16

            
	
              ARTICLE
                VIII

            	 
	
              AMENDMENT
                AND TERMINATION

            	
              17

            
	 	
              8.1.

            	
              Amendment
                and Termination

            	
              17

            
	 	
              8.2.

            	
              Continuation

            	
              17

            
	
              ARTICLE
                IX

            	 
	
              MISCELLANEOUS
                PROVISIONS

            	
              18

            
	 	
              9.1.

            	
              Right
                of Employer to Take Employment Actions

            	
              18

            
	 	
              9.2.

            	
              Alienation
                or Assignment of Benefits

            	
              18

            
	 	
              9.3.

            	
              Right
                to Withhold

            	
              18

            
	 	
              9.4.

            	
              Construction

            	
              18

            
	 	
              9.5.

            	
              Severability

            	
              18

            
	 	
              9.6.

            	
              Headings

            	
              18

            
	 	
              9.7.

            	
              Number
                and Gender

            	
              19

            
	 	
              9.8

            	
              Limitation
                of Liability

            	
              19

            
	 	
              9.9.

            	
              Section
                409A

            	
              19

            


    

    
 

     

    
      
        
        

      

      
        (ii)

        
          

        

      

      
        
        

      

    

     

    
      


       

      


      ENDO
        PHARMACEUTICALS HOLDINGS INC.

      401(K)
        RESTORATION PLAN

      


      (Effective
        January 1, 2008)

      


      


      ARTICLE
        I

      INTRODUCTION

       

      1.1.           Name.  The
        name of this Plan is the Endo Pharmaceuticals Holdings Inc. 401(k) Restoration
        Plan (the “Plan”).

       

      1.2.           Effective
        Date.  The effective date of this Plan is January 1,
        2008.

       

      1.3.           Purpose.  This
        Plan is established and maintained by Endo Pharmaceuticals Holdings Inc.
        for the
        purposes of providing Eligible Employees with the opportunity to defer a
        portion
        of their Compensation on a tax-favored basis and to receive Matching
        Contributions on such deferrals that exceed the limit on salary deferral
        contributions under Section 402(g) of the Code. Endo intends that the Plan
        shall
        at all times be maintained on an unfunded basis for federal income tax purposes
        under the Code and administered as a non-qualified “top-hat” plan exempt from
        the substantive requirements of ERISA.  Endo also intends that the
        Plan be operated and maintained in accordance with the requirements of Section
        409A of the Code and the regulations and guidance thereunder.

       

      


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      ARTICLE
        II

      DEFINITIONS

      


       

      Whenever
        the following initially capitalized words and phrases are used in this Plan,
        they shall have the meanings specified below unless the context clearly
        indicates to the contrary:

       

      2.1.           “Account”
        shall mean, with respect to each Participant, the value of all notional accounts
        maintained on behalf of a Participant, whether attributable to Employee Deferral
        Contributions, Matching Contributions, or any returns on Deemed Investment
        Options credited thereon as described in Section 6.5.

       

      2.2.           “Administrator”
        shall mean the Compensation Committee of the Board of Directors of the Company,
        and any successor thereto.  In the absence of such committee, the
        Board of Directors of the Company shall be the Administrator.

       

      2.3.           “Affiliate”
        shall mean any of the subsidiaries or affiliates of the Company, whether
        or not
        such entities have adopted the Plan, and any other entity which is a member
        of a
“controlled group of corporations”, a “group under common control” or an
“affiliated service group” with the Company all as determined under Sections
        414(b), (c), (m), or (o) of the Internal Revenue Code of 1986, as amended,
        and
        the regulations and guidance promulgated thereunder.

       

      2.4           “Base
        Salary” means the annual
        rate of base salary
        paid by the Company or an Affiliate to a Participant, determined before
        reduction for compensation deferred pursuant to this Plan or any other plan
        of
        deferred compensation maintained by the Company or an Affiliate, including
        but
        not limited to any such plan maintained in accordance with Code Section 401(k),
        125, or 132(f), as determined by the Administrator.

       

      2.5.           “Beneficiary”
        shall mean such person or legal entity as may be designated by a Participant
        under the Qualified 401(k) Plan to receive benefits hereunder after such
        Participant’s death.

       

      2.6.           “Board”
        shall mean the Board of Directors of Endo..

       

      2.7           “Change
        in Control” means and shall be deemed to occur upon a Change in Ownership, a
        Change in Effective Control, or a Change in Ownership of Substantial
        Assets.  For this purpose:

       

      (i)           A
        “Change in Ownership” means that a person or group acquires more than fifty
        percent (50%) of the aggregate fair market value or voting power of the capital
        stock of the Company, including for this purpose capital stock previously
        acquired by such person or group; provided, however, that a Change in Ownership
        shall not be deemed to occur hereunder if, at the time of any such acquisition,
        such person or 

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

         

        group
          owns more than fifty percent (50%) of the aggregate fair market value or
          voting
          power of the Company’s capital stock.

      

       

      (ii)           A
        “Change in Effective Control” means that (a) a person or group acquires (or has
        acquired during the immediately preceding twelve (12)-month period ending
        on the
        date of the most recent acquisition by such person or group) ownership of
        the
        capital stock of the Company possessing thirty percent (30%) or more of the
        total voting power of the Company, or (b) a majority of the members of the
        Board
        of the Company is replaced during any twelve (12)-month period, whether by
        appointment or election, without endorsement by a majority of the members
        of the
        Board prior to the date of such appointment or election.

       

      (iii)           A
        “Change in Ownership of Substantial Assets” means that any person or group
        acquires (or has acquired during the immediately preceding twelve (12)-month
        period ending on the date of the most recent acquisition) assets of the Company
        with an aggregate gross fair market value of not less than forty percent
        (40%)
        of the aggregate gross fair market value of the assets of the Company
        immediately prior to such acquisition.  For this purpose, gross fair
        market value shall mean the fair value of the affected assets determined
        without
        regard to any liabilities associated with such assets.

       

      The
        Board shall determine whether a
        Change in Control has occurred hereunder in a manner consistent with the
        provisions of Code Section 409A and the regulations and applicable guidance
        promulgated thereunder.

       

      2.8.           “Code”
        shall mean the Internal Revenue Code of 1986, as amended.

       

      2.9.           “Committee”
        shall mean the Compensation Committee (or any successor thereto) or its
        delegate, or such other committee appointed by the Board to administer the
        Plan.  If no members have been appointed to the Committee, the Board
        shall act as the Committee.

       

      2.10.         “Company”
        or “Endo” shall mean Endo Pharmaceuticals Holdings Inc.

       

      2.11.         “Compensation”
        shall mean, for each Participant, his or her annual rate of Base Salary for
        the
        Plan Year paid to the Participant by the Company, including amounts deferred
        under this Plan with respect to the Plan Year, and any annual
        incentive.  For purposes of eligibility under Section 2.14 of the
        Plan, Compensation shall include the annual incentive paid to an
        individual.  For purposes of making Employee Deferral Contributions in
        accordance with Article IV of the Plan, Compensation shall include the annual
        incentive earned by an Eligible Employee.

       

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      2.12.         “Deemed
        Investment Option” shall mean some or all of the investment options
        designated by the Committee for purposes of the Qualified 401(k) Plan, as
        may be
        changed from time to time.  Each Participant shall designate the
        Deemed Investment Options pursuant to which deemed earnings (or losses) shall
        be
        credited to the Participant’s Account in accordance with Article
        VI.

       

      2.13.         “Deferral
        Limit” shall mean the dollar limitation on employee salary deferral
        contributions in effect under Section 402(g) of the Code with respect to
        a Plan
        Year or any limits established by the Plan including limits on includible
        compensation or amounts that can be allocated.

       

      2.14.         “Eligible
        Employee” shall mean an employee designated by the Committee as eligible to
        participate in the Plan.  Initially, Eligible Employees are limited to
        Employees whose total annual rate of Base Salary and target incentive
        compensation at the time the election is made exceed the indexed limit under
        Code Section 401(a)(17), as determined by the
        Committee.  Notwithstanding the foregoing, the Committee, in its sole
        discretion, may establish such other eligibility criteria as it deems desirable
        from time to time.

       

      2.15.         “Employee
        Deferral Contribution” shall mean that portion of Compensation as to which a
        Participant has made an annual irrevocable election to defer receipt of amounts
        that may have been deferred under the Qualified 401(k) Plan if not for the
        Deferral Limit.

       

      2.16.         “Enrollment
        Agreement” shall mean the authorization form which an Eligible Employee
        files with the Committee to make deferrals to the Plan prior to the beginning
        of
        the Plan Year to which the Employee Deferral Contributions apply.

       

      2.17.         “ERISA”
        shall mean the Employee Retirement Income Security Act of 1974, as
        amended.

       

      2.18          “Installment
        Payment” means a series of substantially equal annual payments of the
        Participant’s Account paid over a period ranging from two (2) whole years to ten
        (10) whole years, as elected by the Participant, commencing as of the applicable
        payment date under the plan.

       

      2.19.         “Leave
        of Absence” shall mean a military, sick, or other bona fide leave of absence
        provided that such leave does not exceed six months, or if longer, continues
        so
        long as the Participant has a right to reemployment with the Company or its
        Affiliates and there is a reasonable expectation that the Participant will
        return to such employment.  A Leave of Absence is deemed to terminate
        on the first date immediately following the end of the six-month period,
        or the
        date on with the Participant no longer has any right or expectation to return
        to
        employment, whichever is later.

       

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      2.20.         “Matching
        Contribution” shall mean as such term is defined in the Endo Pharmaceuticals
        Savings and Investment Plan. “

       

      2.21.         “Participant”
        shall mean an individual who is an Eligible Employee and who has not ceased
        participation in this Plan in accordance with the terms of Article III
        hereof.  In the event of the death or incompentency of a Participant,
        the term shall mean the Participant’s personal representative or
        guardian.  An individual shall remain a Participant until that
        individual has received full distribution of any amount credited to the
        Participant’s Account.

       

      2.22.         “Plan”
        shall mean this Endo Pharmaceuticals Holdings Inc. 401(k) Restoration
        Plan.

       

      2.23          “Plan
        Year” shall mean the calendar year.

       

      2.24.         “Qualified
        401(k) Plan” shall mean the Endo Pharmaceuticals Savings and Investment
        Plan.

       

      2.25.        
        “Section 409A” shall mean Section 409A of the Code and the regulations
        and guidance promulgated thereunder.

       

      2.26.         “Separation
        from Service” shall mean the date the Participant ceases to be an Eligible
        Employee on account of a voluntary or involuntary termination of employment
        with
        the Company and its Affiliates, or on account of retirement or
        death.  Notwithstanding the foregoing, a Separation from Service shall
        not be deemed to occur so long as the Participant is on a Leave of Absence
        or
        the Participant continues to perform services for the Company or an Affiliate
        at
        a level in excess of 20% of the level of services performed by the Participant
        during the 36-month period (or the employee’s full period of service if the
        employee has worked less than 36 months) immediately preceding the date of
        separation from service.

       

      2.27          “Specified
        Employee” shall mean a Participant who is determined to be a “specified
        employee” within the meaning of Section 409A with respect to a Separation from
        Service occurring in any twelve month period commencing on April 1 based
        on the
        employee’s compensation with the Company as defined in Section 416(i)(1)(D) of
        the Code and his or her status at
        the end of the immediately preceding calendar year.  For
        purposes of the determining if an employee is classified as a Specified
        Employee, compensation from a nonresident alien’s gross income under Treasury
        Regulation Section 1.415(c)-2(g)(5)(ii) on account of the location of the
        services or the identity of an employer that is not effectively connected
        with
        the conduct of a trade or business within the United States shall be
        excluded.

       

      2.28          “Unforeseeable
        Emergency” shall mean
with respect
        to a Participant, his or her spouse, dependents (as defined
        in Section 152 of the Code, without 

       

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

         

        regard
          to Sections 152(b)(1), (b)(2), and (d)(1)(B)) or Beneficiary, a non-reimbursable
          severe financial hardship attributable to (i) a sudden and unexpected illness
          or
          accident or (ii) funeral expenses, and also means with respect to the
          Participant (i) a property loss due to casualty that is not otherwise covered
          by
          insurance, (ii) imminent foreclosure or eviction from the Participant’s primary
          residence, or (iii) a similar extraordinary and unforeseeable circumstance
          beyond the control of the Participant, as determined by the
          Administrator.  For purposes of this Plan, the purchase of a home and
          the payment of college tuition are not Unforeseeable Emergencies.

      

       

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      ARTICLE
        III

      PARTICIPATION
        AND VESTING

      


       

      3.1.           Participation.  Participation
        in this Plan is limited to Eligible Employees.  An individual shall
        become eligible to elect to make an Employee Deferral Contribution for the
        first
        Plan Year immediately following the Plan Year in which he or she becomes
        an
        Eligible Employee.  A newly Eligible Employee may be eligible to
        participate after the beginning of the Plan Year in accordance with Section
        4.2.  An individual shall remain an Eligible Employee each Plan Year
        thereafter regardless of the individual’s Compensation level until Separation
        from Service or the Committee determines the individual to be no longer eligible
        to elect to defer.

       

      3.2.           Cessation
        of Participation.  A Participant who is not vested in accordance
        with the terms of the Qualified 401(k) Plan and who separates from service
        with
        the Company without a benefit under this Plan will cease participation
        hereunder.

       

      3.3.            Vesting.    A
        Participant shall at all times be 100% vested in his or her Employee Deferral
        Contribution.  A Participant shall vest in his or her Matching
        Contributions under the Plan in accordance with the terms of the Qualified
        401(k) Plan.  In the event a Participant incurs a Separation from
        Service within the two (2) year period immediately following a Change in
        Control, the Participant will become immediately and 100% vested in his or
        her
        Matching Contributions.

       

      


       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      


       

      ARTICLE
        IV

      EMPLOYEE
        DEFERRAL CONTRIBUTIONS AND MATCHING CONTRIBUTIONS

      


       

      4.1.           Employee
        Deferral Contributions. Effective as of the Effective Date, and annually
        thereafter, all Eligible Employees will be offered the opportunity to make
        an
        Employee Deferral Contribution with respect to Compensation to be earned
        in the
        Plan Year.  Any Eligible Employee may enroll in the Plan effective as
        of the first day of a Plan Year by filing a completed and fully executed
        Enrollment Agreement with the Committee by a date set by the Committee, but
        in
        any event prior to the first day of the Plan Year.  Pursuant to said
        Enrollment Agreement, the Eligible Employee shall irrevocably elect, except
        as
        provided below, the percentage in whole percentages only by which, as a result
        of payroll reduction, the Eligible Employee’s Compensation to be earned during
        that Plan Year, after required nondeferrable payroll tax and other authorized
        or
        required deductions, will be deferred to the Plan. An Employee Deferral
        Contribution under the Plan shall not exceed any limits on the percentage
        of
        Compensation eligible to be deferred under the Qualified 401(k) Plan. Any
        Employee Deferral Contribution made under this Section 4.1 will be credited
        to
        the Participant’s Account as soon as administratively practicable following the
        end of the applicable payroll period for which the deferral
        relates.  An Enrollment Agreement executed by an Eligible Employee
        will remain in effect for all subsequent Plan Years while the Participant
        remains an employee and qualifies as an Eligible Employee, unless, prior
        to the
        beginning of any Plan Year, the Eligible Employee completes and fully executes
        a
        new Enrollment Agreement with the Committee by the date set by the Committee,
        but in any event prior to the first day of the Plan Year in which the new
        Enrollment Agreement will become effective.

       

      4.2.           Newly
        Eligible Employees.  The Committee, acting on behalf of the
        Company, may, in its discretion, permit an employee who first becomes a Eligible
        Employee after the beginning of a Plan Year, and such employee is not and
        was
        not otherwise eligible to participate in this or any other nonqualified deferred
        compensation plan of the Company for the Plan Year that is required to be
        aggregated with the Plan for purposes of Section 409A, to enroll in the Plan
        to
        defer Compensation for that Plan Year by filing a completed and fully executed
        Enrollment Agreement, in accordance with Section 4.1, as soon as
        administratively practicable following the date the employee becomes a Eligible
        Employee but, in any event, within thirty (30) days after such
        date.  Notwithstanding the foregoing, however, any election by an
        Eligible Employee, pursuant to this Section, to make an Employee Deferral
        Contribution  shall apply only with respect to Compensation paid for
        services to be performed after the date on which such Enrollment Agreement
        is
        filed.  For this purpose, with respect to the Compensation
        attributable to any annual incentive, the election will be deemed to apply
        to
        the portion of the annual incentive paid for services performed after the
        Enrollment Agreement is filed, provided that this amount will be determined
        by
        the total amount of annual incentive for 

       

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

         

        the
          performance period multiplied by the ratio of the number of days remaining
          in
          the performance period for the annual incentive after the Enrollment Agreement
          is filed over the total number of days in the performance
          period.

      

       

      4.3.           Matching
        Contributions. Effective as of the Effective Date, and annually thereafter,
        each Eligible Employee who makes an Employee Deferral Contribution for the
        Plan
        Year will receive a Matching Contribution equal to the difference between
        (A)
        and (B), where (A) equals the amount of matching contribution the Participant
        would receive under the Qualified 401(k) Plan if the Deferral Limit did not
        apply based on the (i) the amount of Compensation that the Participant
        contributes to this Plan plus (ii) the amount that the Participant could
        have contributed on a pre-tax basis to the Qualified 401(k) Plan, whether
        or not
        such amount is so contributed, and (B) equals the maximum amount of matching
        contribution that the Participant could have received from the Qualified
        401(k)
        Plan, irrespective of whether the Participant actually receives the maximum
        amount of matching contribution under the Qualified 401(k) Plan for the Plan
        Year.  Any Matching Contribution made under this Section 4.3 will be
        credited to the Account as soon as administratively practicable following
        the
        end of the of Plan Year to which it relates (or such other time(s) as the
        Committee may determine, in its sole discretion).  No Matching
        Contributions will be made for an Eligible Employee if such employee does
        not
        make any Employee Deferral Contributions for the Plan Year.

       

      4.4.           Termination
        as an Active Participant.   An Eligible Employee who ceases
        as an employee shall (i) not be eligible to make any further Employee Deferral
        Contributions and (ii) shall not be eligible to receive any further Matching
        Contributions.

       

      


      
        
          
          

        

        
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      ARTICLE
        V

      DISTRIBUTIONS

      


       

      5.1.           Distribution
        Date.  Unless distributed earlier as provided in this Plan,
        distributions from a Participant’s vested Account will commence within sixty
        days of the Participant’s Separation from Service.  If the Participant
        is classified as a Specified Employee within the meaning of Section 409A
        at the
        time the individual terminates his or her employment, then distributions
        from a
        Participant’s vested Account shall not be paid earlier than the date that is at
        least six months after following the date
        of such Specified Employee’s Separation
        from Service.  Any delayed payments during this six month
        period shall include any returns on Deemed Investment Options credited thereon
        as described in Section 6.5.

       

       5.2.           Method
        of Payment.  All distributions under this Plan shall be paid in
        cash in the form of a lump sum or in an Installment Payment.  At the
        time the Participant makes such an election to defer his or her Compensation
        under Article IV, the Participant shall also specify on the Enrollment Agreement
        the form of payment.  The Participant may elect to receive his or her
        Account in either a lump sum or in an Installment Payment.

       

      5.3.           Distributions
        on Death.  In the event of a Participant’s death before his or her
        Account has been distributed, distribution(s) shall be made to the Beneficiary
        selected by the Participant, in a single lump sum cash payment within sixty
        (60)
        days after the date of death or, at the discretion of the Administrator (or,
        if
        later, after the proper Beneficiary has been identified), at any time during
        the
        calendar year in which the death occurs or if later, up to two and one half
        (2
1⁄2) months following the date of death. If no Beneficiary designation is in
        effect at the time of the Participant’s death, or if the designated Beneficiary
        is missing or has predeceased the Participant, distribution shall be made
        to the
        Participant’s surviving spouse, or if none, to his or her surviving children per
        stirpes, and if none, to his or her estate.

       

      5.4.           Distributions
        on Unforeseeable Emergency.  In the event of an Unforeseeable
        Emergency, to the extent necessary to cover the emergency, a Participant
        may
        request a distribution of all or any portion of his or her
        Account.  An event shall constitute an Unforeseeable Emergency only if
        the Administrator or the Board determines it satisfies the conditions
        of  Section 409A.  Withdrawals made pursuant to this Section
        5.4 shall commence within ten (10) days after the date on which the
        Administrator approves the Participant’s request for withdrawal.

       

      5.5           Distribution
        on Change in Control.  Notwithstanding any provision of the Plan
        or the Participant’s election form to the contrary, a Participant who incurs a
        Separation from Service within the two (2) year period immediately following
        a
        Change 

       

       

      
        
          
          

        

        
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        in
          Control shall receive a lump sum payment of his or her Account within thirty
          (30) days following the date of such Separation from Service.

      

       

      


      
        
          
          

        

        
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      ARTICLE
        VI

      FUNDING
        AND INVESTMENTS

      


       

      6.1.           Plan
        Unfunded.  This Plan shall be unfunded and no trust is created by
        this Plan.  There will be no funding of any amounts to be paid
        pursuant to this Plan; provided, however, that nothing herein shall prevent
        the
        Company from establishing one or more grantor trusts from which benefits
        due
        under this Plan may be paid in certain instances.  All benefits shall
        be paid from the general assets of the Company and a Participant (or his
        or her
        Beneficiary) shall have the rights of a general, unsecured creditor against
        the
        Company for any distributions due hereunder.  This Plan constitutes a
        mere promise by the Company to make benefit payments in the future.

       

      6.2           Establishment
        of Grantor Trust.  Within fifteen (15) days following a Change in
        Control, the Company shall establish under the Plan a grantor trust that
        meet
        the requirements of IRS Revenue Procedure 92-64, and shall transfer assets
        to
        such trust in amounts sufficient to fully fund the Plan’s aggregate liability
        with respect to the Accounts under the Plan on and after the date of the
        Change
        in Control.

       

      6.3.           Participant’s
        Interest in Plan.  A Participant has an interest only in the
        benefits to be paid pursuant to this Plan.  A Participant has no
        rights or interests in any specific funds, stock or
        securities.  Nothing in this Plan shall be interpreted as a guaranty
        that any funds in a grantor trust or the assets of the Company will be
        sufficient to pay any such benefit.

       

      6.4.           Returns
        on Account. A Participant’s Account shall be credited
        with returns in accordance with the Deemed Investment Options elected by
        the
        Participant from time to time; provided, however, that if the Participant
        does
        not affirmatively elect a Deemed Investment Option, until the Participant
        makes
        an affirmative election as to the Deemed Investment Options under the Plan,
        the
        Participant will be deemed to have elected the default investment option
        that
        the Committee has designated for this purpose.  The rate of return,
        positive or negative, credited under each Deemed Investment Option is based
        upon
        the actual investment performance of the investment fund(s) designated by
        the
        Committee from time to time, and shall equal the total return of such investment
        fund net of asset based charges, including, without limitation, money management
        fees, fund expenses and mortality and expense risk insurance contract
        charges.

       

      6.5.           Deemed
        Investment Options.  The Deemed Investment Options available under
        the Plan shall consist of those funds that the Committee has designated as
        of
        the Effective Date as the Deemed Investment Options under the Plan which
        shall
        consist of some or all of the investment options available under the


       

       

      
        
          
          

        

        
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        Qualified
          401(k) Plan as the Committee determines; provided, however, the Committee
          reserves the right, on a prospective basis, to add or delete Deemed Investment
          Options.  Notwithstanding that the rates of return credited to
          Participants’ Account under the Deemed Investment Options are based upon the
          actual performance of the investment funds designated by the Committee,
          Endo
          shall not be obligated to invest any Employee Deferral Contributions or
          Matching
          Contributions under this Plan, or any other amounts, in such portfolios
          or in
          any other investment funds.

      

       

      6.6.           Changes
        in Deemed Investment Options. A Participant may change
        the Deemed Investment Options to which the Participant’s Account are deemed to
        be allocated on such basis as determined by the Committee in its sole
        discretion.  Each such change may include (a) reallocation of the
        Participant’s existing Account in whole percentages of not less than one
        percent, and/or (b) change in investment allocation of amounts to be credited
        to
        the Participant’s Account in the future, as the Participant may
        elect.

       

      6.7.           Valuation
        of Account.  The value of a Participant’s Account as of any date
        shall equal the amounts theretofore credited to such Account, including any
        earnings (positive or negative) deemed to be earned on such Account in
        accordance with Section 6.5 through the day preceding such date, less the
        amounts theretofore deducted from such Account.

       

       

      
        
          
          

        

        
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       ARTICLE
        VII

      ADMINISTRATION
        AND INTERPRETATION

      


       

      7.1.           Administration.  The
        Administrator shall be in charge of the overall operation and administration
        of
        this Plan.  The Administrator has, to the extent appropriate and in
        addition to the powers described elsewhere in this Plan, full discretionary
        authority to construe and interpret the terms and provisions of the Plan;
        to
        adopt, alter and repeal administrative rules, guidelines and practices governing
        the Plan; to perform all acts, including the delegation of its administrative
        responsibilities to advisors or other persons who may or may not be employees
        of
        the Company and/or its Affiliates; and to rely upon the information or opinions
        of legal counsel or experts selected to render advice with respect to the
        Plan,
        as it shall deem advisable, with respect to the administration of the
        Plan.

       

      7.2.           Delegation.   The
        Administrator may delegate specific responsibilities to other persons or
        entities as the Administrator shall determine. The Administrator may authorize
        one or more of its number, or any agent, to execute or deliver any instrument
        or
        to make any payment in its behalf.  The Administrator may employ and
        rely on the advice of counsel, accountants, and such other persons as may
        be
        necessary in administering the Plan.

       

      7.3.           Interpretation.  Except
        as otherwise provided herein, the terms and conditions of the Qualified 401(k)
        Plan shall apply and benefits payable under the Plan shall be in accordance
        with
        the terms and conditions of the Qualified 401(k) Plan.  Nothing in
        this Plan shall be interpreted or operated in a manner that may affect the
        terms
        and provisions of any Qualified 401(k) Plan.  The Administrator may
        take any action, correct any defect, supply any omission or reconcile any
        inconsistency in this Plan, or in any election hereunder, in the manner and
        to
        the extent it shall deem necessary to carry this Plan into effect or to carry
        out the Company’s purposes in adopting this Plan.  Any decision,
        interpretation or other action made or taken in good faith by or at the
        direction of the Company or the Administrator arising out of or in connection
        with the Plan, shall be within the absolute discretion of each of them, and
        shall be final, binding and conclusive on the Company, all Participants and
        Beneficiaries and their respective heirs, executors, administrators, successors
        and assigns.  The Administrator’s determinations hereunder need not be
        uniform, and may be made selectively among Eligible Employees, whether or
        not
        they are similarly situated.

       

      7.4.           Records
        and Reports.  The Administrator shall keep a record of proceedings
        and actions and shall maintain or cause to be maintained all such books of
        account, records, and other data as shall be necessary for the proper
        administration of the Plan.  Such records shall contain all relevant
        data pertaining to individual Participants and their rights under this
        Plan.  The Administrator shall have the duty to carry into effect all


       

       

      
        
          
          

        

        
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        rights
          or benefits provided hereunder to the extent assets of the Company are
          properly
          available.

      

       

      7.5.           Payment
        of Expenses.  The Company shall bear all expenses incurred by the
        Administrator in administering this Plan.  If a claim or dispute
        arises concerning the rights of a Participant or Beneficiary to benefits
        under
        this Plan, regardless of the party by whom such claim or dispute is initiated,
        the Company shall, upon presentation of appropriate vouchers, pay all legal
        expenses, including reasonable attorneys’ fees, court costs, and ordinary and
        necessary out-of-pocket costs of attorneys, billed to and payable by the
        Participant or by anyone claiming under or through the Participant (such
        person
        being hereinafter referred to as the “Participant’s Claimant”), in connection
        with the bringing, prosecuting, defending, litigating, negotiating, or settling
        of such claim or dispute; provided, that:

       

      (a)           The
        Participant or the Participant’s Claimant shall repay to the Company any such
        expenses theretofore paid or advanced by the Company if and to the extent
        that
        the party disputing the Participant’s rights obtains a judgment in its favor
        from a court of competent jurisdiction from which no appeal may be taken,
        whether because the time to do so has expired or otherwise, and it is determined
        by the court that such expenses were not incurred by the Participant or the
        Participant’s Claimant while acting in good faith; provided further,
        that

       

      (b)           In
        the case of any claim or dispute initiated by a Participant or the Participant’s
        Claimant, such claim shall be made, or notice of such dispute given, with
        specific reference to the provisions of this Plan, to the Administrator within
        two (2) years after the occurrence of the event giving rise to such claim
        or
        dispute.

       

      7.6.           Indemnification
        for Liability.  The Company shall indemnify the Administrator and
        the employees of the Company to whom the Administrator delegates duties under
        this Plan, against any and all claims, losses, damages, expenses and liabilities
        arising from their responsibilities in connection with this Plan, unless
        the
        same is determined to be due to gross negligence or willful
        misconduct.

       

      7.7.           Claims
        Procedure.  If a claim for benefits or for participation under
        this Plan is denied in whole or in part, a Participant will receive written
        notification.  The notification will include specific reasons for the
        denial, specific reference to pertinent provisions of this Plan, a description
        of any additional material or information necessary to process the claim
        and why
        such material or information is necessary, and an explanation of the claims
        review procedure.

       

      7.8.           Review
        Procedure.  Within ninety (90) days after the claim is denied, a
        Participant (or his or her duly authorized representative) may file a written
        request with the Administrator for a review of his or her denied
        claim.  The Participant may review pertinent documents that were used
        in processing his or her claim, submit 

       

       

       

      
        
          
          

        

        
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        pertinent
          documents, and address issues and comments in writing to the
          Administrator.  The Administrator will notify the Participant of his
          or her final decision in writing.  In his or her response, the
          Administrator will explain the reason for the decision, with specific references
          to pertinent Plan provisions on which the decision was based.

      

       

      7.9.           Incompetency
        of Participant or Beneficiary.  The Company may from time to time
        establish rules and procedures which it determined to be necessary for the
        proper administration of the Plan and the benefits payable to an individual
        in
        the event that the individual is declared incompetent and a conservator or
        other
        person legally charged with such individual’s care is
        appointed.  Except as otherwise provided herein, when the Company
        determines that such individual is unable to manage his or her financial
        affairs, the Company may pay such individual’s benefits to such conservator,
        person legally charged with such individual’s care, or institution then
        contributing toward or providing for the care and maintenance of such
        individual.  Any such payment shall constitute a complete discharge of
        any liability of the Company and this Plan for such individual.

       

      7.10.         Disclosure
        to Participants.  Each Participant shall receive a copy of this
        Plan and the Company will make available for inspection by any Participant
        or
        designated Beneficiary a copy of the rules and regulations used by the Company
        in administering this Plan.

       

       

      
        
          
          

        

        
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      ARTICLE
        VIII

      AMENDMENT,
        TERMINATION AND CONTINUATION

      


       

      8.1.           Amendment
        and Termination.  The Administrator shall have the right, at any
        time, to amend or terminate this Plan in whole or in part. The Company, upon
        review of the effectiveness of this Plan, may at any time recommend amendments
        to, or termination of, the Plan to the Administrator.  The
        Administrator reserves the right, in its sole discretion, to completely
        terminate, this Plan at any time.  If the Plan is completely
        terminated or discontinued with respect to future benefit accruals, benefits
        accrued shall be distributed in accordance with Article V and may not be
        accelerated to provide for an earlier commencement
        date.  Notwithstanding the foregoing any amendment or termination of
        the Plan shall comply with the requirements of Section 409A.

       

      8.2.           Continuation.  This
        Plan may be continued after a sale of the assets of the Company or a merger
        or
        consolidation of the Company into or with another corporation or entity if
        and
        to the extent that the transferee, purchaser or successor entity agrees to
        continue this Plan.  If the transferee, purchaser or successor entity
        does not continue this Plan, then the Plan shall be terminated in accordance
        with the provisions of Section 8.1 of this Article VIII.

       

       

      
        
          
          

        

        
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      ARTICLE
        IX

      MISCELLANEOUS
        PROVISIONS

      


       

      9.1.           Right
        of Company to Take Employment Actions.  The adoption and
        maintenance of this Plan shall not be deemed to constitute a contract between
        the Company (including its Affiliates) and any Eligible Employee, nor to
        be a
        consideration for, nor an inducement or condition of, the employment of any
        person.  Nothing herein contained, or any action taken hereunder,
        shall be deemed to give any Eligible Employee the right to be retained in
        the
        employ of the Company or its Affiliates or to interfere with the right of
        the
        Company or its Affiliates to discharge any Eligible Employee at any time,
        nor
        shall it be deemed to give to the Company or its Affiliates the right to
        require
        the Eligible Employee to remain in the employ of the Company or any of its
        Affiliates, nor shall it interfere with the Eligible Employee’s right to
        terminate his or her employment at any time.  Nothing in this Plan
        shall prevent the Company or any Affiliate from amending, modifying, or
        terminating any other benefit plan.

       

      9.2.           Alienation
        or Assignment of Benefits.  A Participant’s rights and interest
        under this Plan shall not be assigned or transferred except as otherwise
        provided herein, and the Participant’s rights to benefit payments under this
        Plan shall not be subject to alienation, pledge or garnishment by or on behalf
        of creditors (including heirs, beneficiaries, or dependents) of the Participant
        or of a Beneficiary.

       

      9.3.           Right
        to Withhold.  To the extent required by law in effect at the time
        a distribution is made from this Plan, the Company, its Affiliates or the
        agents
        of the foregoing shall have the right to withhold or deduct from any benefit
        payments any taxes required to be withheld by federal, state or local
        governments.

       

      9.4.           Construction.  All
        legal questions pertaining to this Plan shall be determined in accordance
        with
        the laws of the Commonwealth of Pennsylvania, to the extent such laws are
        not
        superseded by the Internal Revenue Code of 1986, as amended, Employee Retirement
        Income Security Act of 1974, as amended, or any successor, replacement or
        other
        applicable federal law.

       

      9.5.           Severability.  If
        any provision of this Plan is held unenforceable, the remainder of the Plan
        shall continue in full force and effect without regard to such unenforceable
        provision and shall be applied as though the unenforceable provision were
        not
        contained in the Plan.

       

      9.6.           Headings.  The
        headings of the Articles and Sections of this Plan are for reference
        only.  In the event of a conflict between a heading and the contents
        of an Article or Section, the contents of the Article or Section shall
        control.

       

       

      
        
          
          

        

        
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      9.7.           Number
        and Gender.  Whenever any words used herein are in the singular
        form, they shall be construed as though they were also used in the plural
        form
        in all cases where they would so apply, and references to the male gender
        shall
        be construed as applicable to the female gender where applicable, and vice
        versa.

       

      9.8.           Limitation
        of Liability.  Notwithstanding any provision herein to the
        contrary, neither the Company nor any individual acting as employee or agent
        of
        the Company shall be liable to any Participant, former Participant, Beneficiary,
        or any other person for any claim, loss, liability or expense incurred in
        connection with this Plan, unless attributable to fraud or willful misconduct
        on
        the part of the Company or any such agent of the Company.

       

      9.9.           Section
        409A.  The Plan is intended to comply with the applicable
        requirements of Section 409A, and shall be administered in accordance with
        Section 409A to the extent Section 409A applies to the
        Plan.  Notwithstanding anything in the Plan to the contrary, elections
        to defer Compensation, as applicable, to the Plan, and distributions from
        the
        Plan, may only be made in a manner and upon an event permitted by Section
        409A.  To the extent that any provision of the Plan would cause a
        conflict with the requirements of Section 409A, or would cause the
        administration of the Plan to fail to satisfy the requirements of Section
        409A,
        such provision shall be deemed null and void to the extent permitted by
        applicable law.

       

      *
        * * * *

       

      Approved
        and adopted by the Board of Directors this 13th day of December,
        2007.

       

       

       

      19