exhibit10_30.htm


    
 

    
      Exhibit
10.30

       

      ENDO
PHARMACEUTICALS HOLDINGS INC.

       

       

      EXECUTIVE
EMPLOYMENT AGREEMENT

       

       

      


       

       

      THIS
AGREEMENT (the “Agreement”) is hereby entered into as of the 1st day of April,
2008 (the “Effective Date”), by and between Endo Pharmaceuticals Holdings Inc.
(the “Company”) and David Holveck (the “Executive”) (hereinafter collectively
referred to as “the parties”).

       

       

      In
consideration of the respective agreements of the parties contained herein, it
is agreed as follows:

       

      
        	
                1.

              	
                Term. The
      initial term of this Agreement shall be for the period commencing on the
      Effective Date and ending, subject to earlier termination as set forth in
      Section 6, on the third anniversary of the Effective Date (the “Employment
      Term”).  The Employment Term shall automatically renew for an
      additional one (1) year unless notice of non-renewal is delivered by
      either party by no later than 120 days prior to the expiration of the
      Employment Term.

              
	 	 
	
                2.

              	
                Employment.  During
      the Employment Term:

              
	 	
                 

              
	 
      	
                (a)

              	
                Executive
      shall be employed as Chief Executive Officer and President of the
      Company.  In addition, during the Employment Term, Executive
      shall be proposed for election to the board of directors of the Company
      (the “Board”) as a director of the Company.  For as long as
      Executive is employed by the Company as the Chief Executive Officer,
      the Company shall nominate Executive for re-election to the
      Board.  At the time of Executive’s termination of employment
      with the Company for any reason, Executive shall resign from the Board if
      requested to do so by the Company.  Executive shall not receive
      any compensation in addition to the compensation described in Sections 3
      and 4 of this Agreement for serving as a director of the Company or as a
      director or officer of any of the Company’s
  subsidiaries.

              
	 	 	 
	 
      	
                (b)

              	
                Executive
      shall report directly to the Board.  Executive shall perform the
      duties, undertake the responsibilities and exercise the authority
      customarily performed, undertaken and exercised by persons situated in a
      similar executive capacity.

              
	 	 	 
	 
      	
                (c)

              	
                Executive
      shall devote substantially full-time attention to the business and affairs
      of the Company. Executive may serve on corporate, civil or charitable
      boards or committees, subject in all cases to the approval of the
      Board.  Executive may manage personal and family investments,
      participate in industry organizations and deliver lectures at educational
      institutions, so long as such activities do not interfere with the
      performance of Executive’s responsibilities hereunder.

              
	 	 	 
	 
      	
                (d)

              	
                Executive
      shall be subject to and shall abide by each of the Company’s personnel
      policies applicable and communicated in writing to senior
      executives.

              
	 	 	 
	
                3.

              	
                Annual
      Compensation.

              	 
      
	 	 	 
	 
      	
                (a)

              	
                Base Salary.
      The Company agrees to pay or cause to be paid to Executive during the
      Employment Term a base salary at the rate of $800,000 per annum or such
      increased amount as the Board may from time to time determine (hereinafter
      referred to as the “Base Salary”). Such Base Salary shall be payable in
      accordance with the Company’s customary practices applicable to its
      executives.  Such Base Salary shall be reviewed at least
      annually by the 

              


      

       

       

      
        
          
          

        

        
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                Board
      or by the Compensation Committee of the Board (the “Committee”), and may
      be increased in the sole discretion of the Committee, but not
      decreased.

              
	 	 	 
	 
      	
                (b)

              	
                Incentive
      Compensation.  For each fiscal year of the Company ending
      during the Employment Term, beginning with the 2008 fiscal year, Executive
      shall be eligible to receive a target annual cash bonus of 80% of the Base
      Salary (such target bonus, as may hereafter be increased, the “Target
      Bonus”) with the opportunity to receive a maximum annual cash bonus of
      200% of the Base Salary, as recommended and approved by the Committee in
      its sole discretion, if the Company and Executive achieve certain
      performance targets set by the Committee.  Such annual cash
      bonus (“Incentive Compensation”) shall be paid in no event later than the
      15th day of the third month following the end of the taxable year (of the
      Company or Executive, whichever is later) in which the performance targets
      have been achieved.

              
	 	 	 
	
                4.

              	
                Long-Term
      Compensation

              	 
      
	 	 	 
	 
      	
                (a)

              	
                Equity Compensation
      Plans.  During the Employment Term, Executive shall be
      eligible to receive equity-based compensation to be awarded in the sole
      discretion of the Committee if the Company and Executive achieve certain
      performance targets set by the Committee with respect to each fiscal year
      of the Company ending during the Employment Term.  All such
      equity-based awards shall be subject to the terms and conditions set forth
      in the applicable plan and agreements, and in all cases shall be as
      determined by the Committee.

              
	 	 	 
	 
      	
                (b)

              	
                Initial Equity
      Grants.  

              
	 	 	 
	 
      	 
      	
                (i)

              	
                Restricted Stock
      Units.  Effective as of the Effective Date, the Company
      shall grant Executive restricted stock units under the Company’s equity
      incentive plans.  The number of such restricted stock units
      shall equal $1,125,000, divided by the Fair Market Value (as defined in
      the applicable equity incentive plan) of a share of Company Stock as of
      the Effective Date.  Such initial grant of
      restricted stock units shall vest 86.11% on the third anniversary of
      the date of grant and 13.89% on the fourth anniversary of the date of
      grant, in each case provided the Executive is then employed by the
      Company, or upon an earlier termination of Executive’s employment due to death,
      Disability, termination of employment
      by the Company without Cause or by Executive for Good
      Reason.  All such restricted stock units shall be subject
      to the terms and conditions set forth in the applicable plan and
      applicable award agreement attached as Exhibit A
hereto.

              
	 	 	 	 
	 
      	 
      	
                (ii)

              	
                Stock
      Options.  Effective as of
      the Effective Date, the Company shall also grant Executive stock
      options under the Company’s equity incentive plans valued at $1,875,000
      using a Black Scholes valuation with methodology determined by the
      Committee in its sole discretion.  Such initial grant of stock
      options shall vest ratably over a four year period, 25% on each
      anniversary of the date of grant, provided the Executive is employed on
      such dates by the Company, or upon an earlier termination of Executive’s employment due to death,
      Disability, termination of employment by the Company without Cause or by
      Executive for Good Reason. All such stock options shall be subject
      to the terms and conditions set forth in the applicable plan and
      applicable award agreement attached as Exhibit B
hereto.

              
	
                5.

              	
                Other
      Benefits.

              
	 	 
	 
      	
                (a)

              	
                Employee Benefits. During the Employment
      Term, Executive shall be entitled to participate in all employee benefit
      plans, practices and programs maintained by the Company and made
      

              


      

       

       

      
        
          
          

        

        
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                available
      to employees generally, including, without limitation, all pension,
      retirement, profit sharing, savings, medical, hospitalization, disability,
      dental, life or travel accident insurance benefit plans, to the extent
      Executive is eligible under the terms of such
      plans.  Executive’s participation in such plans, practices and
      programs shall be on the same basis and terms as are applicable to
      employees of the Company generally.

              
	 	 	
                 

              
	 
      	
                (b)

              	
                Executive
      Benefits. During the Employment Term, Executive shall be entitled
      to participate in all executive benefit or incentive compensation plans
      now maintained or hereafter established by the Company for the purpose of
      providing compensation and/or benefits to comparable executive employees
      of the Company including, but not limited to, the Company’s deferred
      compensation plans and any supplemental retirement, deferred compensation,
      supplemental medical or life insurance or other bonus or incentive
      compensation plans. Unless otherwise provided herein, Executive’s
      participation in such plans shall be on the same basis and terms, as other
      senior executives of the Company.  No additional compensation
      provided under any of such plans shall be deemed to modify or otherwise
      affect the terms of this Agreement or any of Executive’s entitlements
      hereunder.

              
	 	 	 
	 
      	
                (c)

              	
                Fringe Benefits and
      Perquisites.  During the Employment Term, Executive shall
      be entitled to all fringe benefits and perquisites generally made
      available by the Company to its senior executives.

              
	 	 	 
	 
      	
                (d)

              	
                Business
      Expenses. Upon submission of proper invoices in accordance with the
      Company’s normal procedures, Executive shall be entitled to receive prompt
      reimbursement of all reasonable out-of-pocket business, entertainment and
      travel expenses (including travel in first-class) incurred by Executive in
      connection with the performance of Executive’s duties
      hereunder.  Such reimbursement shall be made in no event later
      than the end of the calendar year following the calendar year in which the
      expenses were incurred.

              
	 	 	 
	 
      	
                (e)

              	
                Office
      and Facilities.  During
      the Employment Term Executive shall be provided with an appropriate office
      at the Company’s headquarters, with such secretarial and other support
      facilities as are commensurate with Executive’s status with the Company,
      which facilities shall be adequate for the performance of the Executive’s
      duties hereunder.

              
	 	 	 
	 
      	
                (f)

              	
                Vacation and Sick
      Leave.  Executive shall be entitled, without loss of pay,
      to absent himself voluntarily from the performance of
      Executive’s  employment under this Agreement, pursuant to the
      following:

              
	 	 	 
	 
      	 
      	
                (i)

              	
                Executive
      shall be entitled to annual vacation in accordance with the vacation
      policies of the Company as in effect from time to time, which shall in no
      event be less than four weeks per year;  vacation must be taken
      at such time or times as approved by the Board; and

              
	 	 	 	 
	 
      	 
      	
                (ii)

              	
                Executive
      shall be entitled to sick leave (without loss of pay) in accordance with
      the Company’s policies as in effect from time to time.

              
	 	 	 	 
	
                6.

              	
                Termination.
      The Employment Term and Executive’s employment hereunder may be terminated
      under the circumstances set forth below; provided, however, that
      notwithstanding anything contained herein to the contrary, Executive shall
      not be considered to have terminated employment with the Company for
      purposes of this Agreement unless Executive would be considered to have
      incurred a “separation from service” from the Company within the meaning
      of Section 409A of the Internal Revenue Code of 1986, as amended (the
      “Code”).

              


      

       

       

      
        
          
          

        

        
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                (a)

              	
                Disability. The
      Company may terminate Executive’s employment, on written notice to
      Executive after having reasonably established Executive’s Disability. For
      purposes of this Agreement, Executive will be deemed to have a
      “Disability” if, as a result of any medically determinable physical or
      mental impairment that can be expected to result in death or can be
      expected to last for a continuous period of not less than twelve (12)
      months, Executive is unable to perform the core functions of the
      Executive’s position (with or without reasonable accommodation) or
      is receiving income replacement benefits for a period of three months
      or more under an accident and health plan covering employees of the
      Company.  Executive shall be entitled to the compensation and
      benefits provided for under this Agreement for any period prior to
      Executive’s termination by reason of Disability during which Executive is
      unable to work due to a physical or mental infirmity in accordance with
      the Company’s policies for similarly-situated
  executives.

              
	 	 	 
	 
      	
                (b)

              	
                Death.  Executive’s
      employment shall be terminated as of the date of Executive’s
      death.

              
	 	 	 
	 
      	
                (c)

              	
                Cause.  The
      Company may terminate Executive’s employment for “Cause,” effective as of
      the date of the Notice of Termination (as defined in Section 7 below) and
      as evidenced by a resolution adopted by a majority of the independent
      members of the Board.  “Cause” shall mean, for purposes of this
      Agreement:  (a) the continued failure by Executive substantially
      to perform Executive’s duties under this Agreement (other than any such
      failure resulting from Disability), (b) Executive makes, or is found to
      have made, a false certification relating to the Company’s financial
      statements, (c) the criminal felony indictment of Executive by a court of
      competent jurisdiction, (d) the engagement by Executive in misconduct that
      has caused, or in the good faith judgment of the Board may cause if not
      discontinued, harm (financial or otherwise) to the Company or any of its
      subsidiaries, if any, such harm to include, without limitation, (i) the
      disclosure of material secret or Confidential Information (as defined
      in Section 11(d)) of the Company or any of its subsidiaries, if any, (ii)
      the debarment of the Company or any of its subsidiaries, if any, by the
      U.S. Food and Drug Administration or any successor agency (the “FDA”), or
      (iii) the registration of the Company or any of its subsidiaries, if any,
      with the U.S. Drug Enforcement Administration of any successor agency (the
      “DEA”) to be revoked, (e) the debarment of Executive by the FDA, or (f)
      the continued material breach by Executive of this Agreement after written
      demand is delivered to Executive which specifically identifies the breach
      and Executive’s failure to cure within five (5) days of such
      demand.  Reference in this paragraph to the Company shall also
      include direct and indirect subsidiaries of the
Company.

              
	 	 	 
	 
      	
                (d)

              	
                Without
      Cause.  The Company may terminate Executive’s employment
      without Cause.  The Company shall deliver to Executive a Notice
      of Termination (as defined in Section 7 below) not less than thirty (30)
      days prior to the termination of Executive’s employment without Cause and
      the Company shall have the option of terminating Executive’s duties and
      responsibilities prior to the expiration of such thirty-day notice
      period.

              
	 	 	 
	 
      	
                (e)

              	
                Good
      Reason.  Executive may terminate employment with the
      Company for Good Reason (as defined below) by delivering to the Company a
      Notice of Termination (as defined in Section 7 below) not less than thirty
      (30) days prior to the termination of Executive’s employment for Good
      Reason. The Company shall have the option of terminating Executive’s
      duties and responsibilities prior to the expiration of such thirty-day
      notice period.  For purposes of this Agreement, “Good Reason”
      means any of the following:  (a) a material diminution in
      Executive’s salary or benefits; (b) the assignment of Executive without
      Executive’s consent to a position, responsibilities, or duties of a
      materially lesser status or degree of responsibility than Executive’s
      position, responsibilities, or duties immediately following the Effective
      Date; or (c) the Company requiring Executive to be based at any office or
      location more than fifty (50) miles from Executive’s current principal
      business location (except for any
such

              


      

       

       

      
        
          
          

        

        
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        	 	 	change
      in location which is not materially adverse to
      Executive).  Executive shall provide notice
      of the existence of the Good Reason condition within ninety (90) days of
      the date the Executive learns of the condition, and the Company shall have
      a period of thirty (30) days during which it may remedy the condition, and in case of full
      remedy such condition shall not be deemed to constitute Good Reason
      hereunder.
	 	 	 
	 
      	
                (f)

              	
                Without Good
      Reason.
       Executive
      may voluntarily terminate Executive’s employment without Good Reason by
      delivering to the Company a Notice of Termination not less than thirty
      (30) days prior to the termination of Executive’s employment and the
      Company shall have the option of terminating Executive’s duties and
      responsibilities prior to the expiration of such thirty-day notice
      period.

              


      

       

      
        	 	 	 
	
                7.

              	
                Notice of
      Termination. Any purported termination by the Company or by
      Executive shall be communicated by written Notice of Termination to the
      other party hereto. For purposes of this Agreement, a “Notice of
      Termination” shall mean a notice that indicates a termination date, the
      specific termination provision in this Agreement relied upon and sets
      forth in reasonable detail the facts and circumstances claimed to provide
      a basis for termination of Executive’s employment under the provision so
      indicated. For purposes of this Agreement, no such purported termination
      of Executive’s employment hereunder shall be effective without such Notice
      of Termination (unless waived by the party entitled to receive such
      notice).

              
	 	 
	
                8.

              	
                Compensation Upon
      Termination. Upon termination of Executive’s employment during the
      Employment Term, Executive shall be entitled to the following
      benefits:

              
	 	 
	 
      	
                (a)

              	
                Termination by the Company for Cause or by
      Executive Without Good Reason. If Executive’s employment is
      terminated by the Company for Cause or by Executive without Good Reason,
      the Company shall pay Executive all amounts earned or accrued hereunder
      through the termination date, including:

              
	 	 	 
	 
      	 
      	
                (i)

              	
                any
      accrued and unpaid Base Salary;

              
	 	 	 	 
	 
      	 
      	
                (ii)

              	
                any  Incentive
      Compensation earned but unpaid in respect of any completed fiscal year
      preceding the termination date;

              
	 	 	 	 
	 
      	 
      	
                (iii)

              	
                reimbursement
      for any and all monies advanced or expenses incurred in connection with
      Executive’s employment for reasonable and necessary expenses incurred by
      Executive on behalf of the Company for the period ending on the
      termination date;

              
	 	 	 	 
	 
      	 
      	
                (iv)

              	
                any
      accrued and unpaid vacation pay;

              
	 	 	 	 
	 
      	 
      	
                (v)

              	
                any
      previous compensation that Executive has previously deferred (including
      any interest earned or credited thereon), in accordance with the terms and
      conditions of the applicable deferred compensation plans or arrangements
      then in effect, to the extent vested as of Executive’s termination date;
      and

              
	 	 	 	 
	 
      	 
      	
                (vi)

              	
                any
      amount or benefit as provided under any benefit plan or program in
      accordance with the terms thereof;

              
	 	 	 	 
	 
      	 
      	 
      	
                (the
      foregoing items in Sections 8(a)(i) through 8(a)(vi) being collectively
      referred to as the “Accrued Compensation”).

              
	 	 	 	 
	 
      	
                (b)

              	
                Termination by the
      Company for Disability. If Executive’s employment is terminated by
      the Company for Disability, the Company shall pay
    Executive:

              


      

       

       

      
        
          
          

        

        
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                (i)

              	
                the
      Accrued Compensation; and

              
	 	 	 	 
	 
      	 
      	
                (ii)

              	
                an
      amount equal to the Incentive Compensation that Executive would have been
      entitled to receive in respect of the fiscal year in which Executive’s
      termination date occurs, had Executive continued in employment until the
      end of such fiscal year, which amount, determined based on the Company’s
      actual performance for such year relative to the performance goals
      applicable to Executive, shall be multiplied by a fraction (A) the
      numerator of which is the number of days in such fiscal year through
      termination date and (B) the denominator of which is 365 (the “Pro-Rata
      Bonus”) and shall be payable in a lump sum payment at the time such bonus
      or incentive awards are payable to other participants.

              
	 	 	 	 
	 
      	 
      	 
      	
                Further,
      upon Executive’s Disability (irrespective of any termination of employment
      related thereto), the Company shall pay Executive for twenty-four (24)
      consecutive months thereafter regular payments in the amount by which the
      monthly Base Salary exceeds Executive’s monthly Disability insurance
      benefit.

              
	 	 	 	 
	 
      	
                (c)

              	
                Termination By Reason
      of Death. If Executive’s employment is terminated by reason of
      Executive’s death, the Company shall pay Executive’s
      beneficiaries

              
	 	 	 
	 
      	 
      	
                (i)

              	
                the
      Accrued Compensation, and

              
	 	 	 	 
	 
      	 
      	
                (ii)

              	
                the
      Pro-Rata Bonus.

              
	 	 	 	 
	 
      	
                (d)

              	
                Termination by the
      Company Without Cause or by Executive for Good Reason Other Than in
      Connection with a Change of Control.  If Executive’s
      employment by the Company shall be terminated by the Company without Cause
      or by Executive for Good Reason, either prior to a Change of Control or
      more than twenty-four (24) months following a Change of Control, then,
      subject to Section 15(f) of the Agreement, Executive shall be entitled to
      the benefits provided in this Section 8(d):

              
	 	 	 
	 
      	 
      	
                (i)

              	
                the
      Company shall pay to Executive the Accrued
Compensation;

              
	 	 	 	 
	 
      	 
      	
                (ii)

              	
                the
      Company shall pay to Executive the Pro-Rata Bonus;

              
	 	 	 	 
	 
      	 
      	
                (iii)

              	
                the
      Company shall pay to Executive as severance pay and in lieu of any further
      Base Salary or other compensation and benefits for periods subsequent to
      the termination date, an amount in cash, which amount shall be payable in
      a lump sum payment within sixty (60) days following such termination
      (subject to Section 10), equal to two (2) times the sum of (A) Executive’s
      Base Salary and (B) the Target Bonus; and

              
	 	 	 	 
	 
      	 
      	
                (iv)

              	
                the
      Company shall provide Executive with continued coverage under any health,
      medical, dental, vision or life insurance program or policy in which
      Executive was eligible to participate as of the time of the Executive’s
      employment termination for two (2) years following such termination on
      terms no less favorable to Executive and the Executive’s dependents
      (including with respect to payment for the costs thereof) than those in
      effect immediately prior to such termination, which coverage shall become
      secondary to any coverage provided to Executive by a subsequent employer
      and to any Medicare coverage for which Executive becomes
      eligible.

              
	 	 	 	 
	 
      	
                (e)

              	
                Termination by the
      Company Without Cause or by Executive for Good Reason Following a Change
      of Control. If Executive’s employment by the Company shall
      be terminated by the Company without Cause or by Executive for Good Reason
      within twenty-four (24) months 

              


      

       

       

      
        
          
          

        

        
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        	 	 	following
      a Change of Control, then in lieu of the amounts due under Section 8(d)
      above and subject to the requirements of Section 15(f) of the Agreement,
      Executive shall be entitled to the benefits provided in this Section
      8(e):
	 	 	 
	 
      	 
      	
                (i)

              	
                the
      Company shall pay Executive any Accrued Compensation;

              
	 	 	 	 
	 
      	 
      	
                (ii)

              	
                the
      Company shall pay Executive any Pro-Rata Bonus;

              
	 	 	 	 
	 
      	 
      	
                (iii)

              	
                the
      Company shall pay Executive as severance pay and in lieu of any further
      Base Salary or other compensation and benefits for periods subsequent to
      the termination date, an amount in cash, which amount shall be payable in
      a lump sum payment within sixty (60) days following such termination
      (subject to Section 10), equal to two (2) times the sum of (A) Executive’s
      Base Salary and (B) the Target Bonus; and

              
	 	 	 	 
	 
      	 
      	
                (iv)

              	
                the
      Company shall provide Executive with continued coverage under any health,
      medical, dental, vision or life insurance program or policy in which
      Executive was eligible to participate as of the time of Executive’s
      employment termination for two (2) years following such termination on
      terms no less favorable to Executive and Executive’s dependents (including
      with respect to payment for the costs thereof) than those in effect
      immediately prior to such termination, which coverage shall become
      secondary to any coverage provided to Executive by a subsequent
      employer.

              
	 	 	 	 
	 
      	
                (f)

              	
                No
      Mitigation.  Executive shall not be required to mitigate
      the amount of any payment provided for under this Section 8 by seeking
      other employment or otherwise and, except as provided in Section 8(d)(iv)
      above, no such payment shall be offset or reduced by the amount of any
      compensation or benefits provided to Executive in any subsequent
      employment.

              
	 	 	 
	 
      	
                (g)

              	
                Excise
      Tax Gross-up.  Whether
      or not Executive becomes entitled to the severance payments, if any of the
      payments or benefits received or to be received by Executive (including
      any payment or benefits received in connection with a Change of Control or
      the Executive’s termination of employment, whether pursuant to the terms
      of this Agreement or any other plan, arrangement or agreement) (all such
      payments and benefits, excluding the Gross-Up Payment, being hereinafter
      referred to as the “Total Payments”) will be subject to the Excise Tax,
      the Company shall pay to Executive an additional amount (the “Gross-Up
      Payment”) such that the net amount retained by Executive, after deduction
      of any Excise Tax on the Total Payments and any federal, state and local
      income and employment taxes and Excise Tax upon the Gross-Up Payment, and
      after taking into account the phase out of itemized deductions and
      personal exemptions attributable to the Gross-Up Payment, shall be equal
      to the Total Payments.  Any Gross-Up Payments shall be made as
      soon as practicable but in no event later than the end of calendar year
      following the calendar year in which the Excise Tax is
    paid.

              
	 	 	 
	
                9.

              	
                Change of
      Control.

              
	 	 
	 
      	
                (a)

              	
                “Change
      of Control” means and shall be deemed to have occurred upon the first of
      the following events to occur:

              
	 	 	 	 
	 
      	 
      	
                (i)

              	
                 Any
      “Person” (as defined in Section 9(b) below) is or becomes the “beneficial
      owner” (“Beneficial Owner”) within the meaning set forth in Rule 13d-3
      under the Securities Exchange Act of 1934, as amended (the “Exchange
      Act”), directly or indirectly, of securities of the Company (not including
      in the securities beneficially owned by such Person any securities
      acquired directly from the Company or its “Affiliates” (as defined in Rule
      12b-2 promulgated under Section 12 of the Exchange Act)) representing 30%
      or more of the combined voting power of the


              


      

       

       

      
        
          
          

        

        
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        	 	 	 	Company’s
      then outstanding securities, excluding any Person who becomes such a
      Beneficial Owner in connection with a transaction described in clause (A)
      of paragraph (iii) below; or
	 	 	 	 
	 
      	 
      	
                (ii)

              	
                 The
      following individuals cease for any reason to constitute a majority of the
      number of directors then serving: individuals who, on the date hereof,
      constitute the Board and any new director (other than a director whose
      initial assumption of office is in connection with an actual or threatened
      election contest, including but not limited to a consent solicitation,
      relating to the election of directors of the Company) whose appointment or
      election by the Board or nomination for election by the Company’s
      stockholders was approved or recommended by a vote of at least two-thirds
      (2/3) of the directors then still in office who either were directors on
      the date hereof or whose appointment, election or nomination for election
      was previously so approved or recommended; or

              
	 	 	 	 
	 
      	 
      	
                (iii)

              	
                 There
      is consummated a merger or consolidation of the Company or any direct or
      indirect subsidiary of the Company with any other corporation or other
      entity, other than (A) a merger or consolidation which results in (i) the
      voting securities of the Company outstanding immediately prior to such
      merger or consolidation continuing to represent (either by remaining
      outstanding or by being converted into voting securities of the surviving
      entity or any parent thereof), in combination with the ownership of any
      trustee or other fiduciary holding securities under an employee benefit
      plan of the Company or any subsidiary of the Company, at least 60% of the
      combined voting power of the securities of the Company or such surviving
      entity or any parent thereof outstanding immediately after such merger or
      consolidation and (ii) the individuals who comprise the Board
      immediately prior thereto constituting immediately thereafter at
      least a majority of the board of directors of the Company, the entity
      surviving such merger or consolidation or, if the Company or the entity
      surviving such merger is then a subsidiary, the ultimate parent thereof,
      or (B) a merger or consolidation effected to implement a recapitalization
      of the Company (or similar transaction) in which no Person is or becomes
      the Beneficial Owner, directly or indirectly, of securities of the Company
      (not including in the securities Beneficially Owned by such Person
      any securities acquired directly from the Company or its Affiliates)
      representing 30% or more of the combined voting power of the Company’s
      then outstanding securities; or

              
	 	 	 	 
	 
      	 
      	
                (iv)

              	
                 The
      stockholders of the Company approve a plan of complete liquidation or
      dissolution of the Company or there is consummated an agreement for the
      sale or disposition by the Company of all or substantially all of the
      Company’s assets (it being conclusively presumed that any sale or
      disposition is a sale or disposition by the Company of all or
      substantially all of its assets if the consummation of the sale or
      disposition is contingent upon approval by the Company’s stockholders
      unless the Board expressly determines in writing that such approval is
      required solely by reason of any relationship between the Company and any
      other Person or an Affiliate of the Company and any other Person), other
      than a sale or disposition by the Company of all or substantially all of
      the Company’s assets to an entity (A) at least 60% of the combined voting
      power of the voting securities of which are owned by stockholders of the
      Company in substantially the same proportions as their ownership of the
      Company immediately prior to such sale or disposition and (B) the majority
      of whose board of directors immediately following such sale or disposition
      consists of individuals who comprise the Board immediately prior
      thereto.

              
	 	 	 	 


      

       

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

       

      
        	 
      	
                (b)

              	
                For
      purposes of this Section 9, “Person” shall have the meaning given in
      Section 3(a)(9) of the Exchange Act, as modified and used in Sections
      13(d) and 15(d) thereof, except that such term shall not include (i) the
      Company or any of its subsidiaries, (ii) a trustee or other fiduciary
      holding securities under an employee benefit plan of the Company or any of
      its Affiliates, (iii) an underwriter temporarily holding securities
      pursuant to an offering of such securities, or (iv) a corporation owned,
      directly or indirectly, by the stockholders of the Company in
      substantially the same proportions as their owner­ship of stock of the
      Company.

              
	 	 	 
	 
      	
                (c)

              	
                Notwithstanding
      the foregoing, a “Change of Control” shall not be deemed to have occurred
      by virtue of the consummation of any transaction or series of integrated
      transactions immediately following which the record holders of the common
      stock of the Company immediately prior to such transaction or series of
      transactions continue to have substantially the same proportionate
      ownership in an entity which owns all or substantially all of the assets
      of the Company immediately following such transaction or series of
      transactions.

              
	 	 	 
	
                10.

              	
                Section
      409A.  If any payments or benefits due to Executive
      hereunder would cause the application of an accelerated or additional tax
      under Section 409A of the Code (“Section 409A”), such payments or benefits
      shall be restructured in a manner which does not cause such an accelerated
      or additional tax.  Without limiting the foregoing and
      notwithstanding anything contained herein to the contrary, to the extent
      required in order to avoid accelerated taxation and/or tax penalties under
      Section 409A, amounts that would otherwise be payable and benefits that
      would otherwise be provided pursuant to this Agreement during the
      six-month period immediately following Executive’s separation from service
      shall instead be paid on the first business day after the date that is six
      months following Executive’s termination date (or death, if earlier), with
      interest from the date such amounts would otherwise have been paid at the
      short-term applicable federal rate, compounded
      semi-annually,  as determined under Section 1274 of the Code for
      the month in which .payment would have been made but for the delay in
      payment required to avoid the imposition of an additional rate of tax on
      Executive under Section 409A.

              
	 	 
	
                11.

              	
                Records
      and Confidential Data.

              
	 	 
	 
      	
                (a)

              	
                Executive
      acknowledges that in connection with the performance of Executive’s duties
      during the Employment Term, the Company will make available to Executive,
      or Executive will develop and have access to, certain Confidential
      Information (as defined below) of the Company and its subsidaries.
      Executive acknowledges and agrees that any and all Confidential
      Information learned or obtained by Executive during the course of
      Executive’s employment by the Company or otherwise, whether developed by
      Executive alone or in conjunction with others or otherwise, shall be and
      is the property of the Company and its subsidiaries.

              
	 	 	 
	 
      	
                (b)

              	
                Except
      to the extent required to be disclosed at law or pursuant to judicial
      process or administrative subpoena, the Confidential Information will be
      kept confidential by Executive, will not be used in any manner that is
      detrimental to the Company, will not be used other than in connection with
      Executive’s discharge of Executive’s duties hereunder, and will be
      safeguarded by Executive from unauthorized disclosure.

              
	 	 	 
	 
      	
                (c)

              	
                Following
      the termination of Executive’s employment hereunder, as soon as possible
      after the Company’s written request, Executive will return to the Company
      all written Confidential Information that has been provided to Executive
      and Executive will destroy all copies of any analyses, compilations,
      studies or other documents prepared by Executive or for Executive’s use
      containing or reflecting any Confidential Information. Within five (5)
      business days of the receipt of such request by Executive, Executive
      shall, upon written request of the Company,


              


      

       

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

       

      
        	 	 	deliver
      to the Company a document certifying that such written Confidential
      Information has been returned or destroyed in accordance with this Section
      11(c).
	 	 	 
	 
      	
                (d)

              	
                For
      the purposes of this Agreement, “Confidential Information” shall mean all
      confidential and proprietary information of the Company and its
      subsidiaries, including, without limitation,

              
	 	 	 
	 
      	 
      	
                (i)

              	
                trade
      secrets concerning the business and affairs of the Company and its
      subsidiaries, product specifications, data, know-how, formulae,
      compositions, processes, non-public patent applications, designs,
      sketches, photographs, graphs, drawings, samples, inventions and ideas,
      past, current, and planned research and development, current and planned
      manufacturing or distribution methods and processes, customer lists,
      current and anticipated customer requirements, price lists, market
      studies, business plans, computer software and programs (including object
      code and source code), computer software and database technologies,
      systems, structures, and architectures (and related formulae,
      compositions, processes, improvements, devices, know-how, inventions,
      discoveries, concepts, ideas, designs, methods and
      information);

              
	 	 	 	 
	 
      	 
      	
                (ii)

              	
                information
      concerning the business and affairs of the Company and its subsidiaries
      (which includes unpublished financial statements, financial projections
      and budgets, unpublished and projected sales, capital spending budgets and
      plans, the names and backgrounds of key personnel, to the extent not
      publicly known, personnel training and techniques and materials) however
      documented; and

              
	 	 	 	 
	 
      	 
      	
                (iii)

              	
                notes,
      analysis, compilations, studies, summaries, and other material prepared by
      or for the Company or its subsidiaries containing or based, in whole or in
      part, on any information included in the foregoing.  For
      purposes of this Agreement, the Confidential Information shall not include
      and Executive’s obligation’s shall not extend to (i) information that is
      generally available to the public, (ii) information obtained by Executive
      other than pursuant to or in connection with this employment and (iii)
      information that is required to be disclosed by law or legal
      process.

              
	 	 	 	 
	 
      	
                (e)

              	
                Executive’s
      obligations under this Section 11 shall survive the termination of the
      Employment Term.

              
	 	 	 
	
                12.

              	
                Covenant Not to
      Solicit, Not to Compete, Not to Disparage and to Cooperate in
      Litigation.

              
	 	 
	 
      	
                (a)

              	
                Covenant Not to Solicit.  To
      protect the Confidential Information and other trade secrets of the
      Company as well as the goodwill and competitive business of the Company,
      Executive agrees, during the Employment Term and for a period of
      twenty-four (24) months after Executive’s cessation of employment with the
      Company, not to solicit or participate in or assist in any way in the
      solicitation of any employees of the Company.  For purposes of
      this covenant, “solicit” or “solicitation” means directly or indirectly
      influencing or attempting to influence employees of the Company to cease
      employment with the Company or to become employed with any other person,
      partnership, firm, corporation or other entity. Executive agrees that the
      covenants contained in this Section 12(a) are reasonable and desirable to
      protect the Confidential Information of the Company, provided, that
      solicitation through general advertising not targeted at the Company’s
      employees or the provision of references shall not constitute a breach of
      such obligations.

              
	 	 	 
	 
      	
                (b)

              	
                Covenant Not to
      Compete.

              


      

       

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

       

      
        	 
      	 
      	
                (i)

              	
                To
      protect the Confidential Information and other trade secrets of the
      Company as well as the goodwill and competitive business of the Company,
      Executive agrees, during the Employment Term and for a period of eighteen
      (18) months after Executive’s cessation of employment with the Company,
      that the Executive will not, except in the course of Executive’s
      employment hereunder, directly or indirectly manage, operate, control, or
      participate in the management, operation, or control of, be employed by,
      associated with, or in any manner connected with, lend Executive’s name
      to, or render services or advice to, any third party or any business whose
      products compete (including as described below) in whole or in part with
      the products (both on market and in development) of the Company
      (disregarding any non-pain management products that were not products
      promoted by the Company during the last three years).

              
	 	 	 	 
	 
      	 
      	
                (ii)

              	
                For
      purposes of this Section 12(b), any third party or any business whose
      products compete includes any entity with which the Company has had a
      product(s) licensing agreement during the Employment Term and any entity
      with which the Company is at the time of termination actively negotiating,
      and eventually concludes within twelve (12) months of the Employment Term,
      a commercial agreement.

              
	 	 	 	 
	 
      	
                (c)

              	
                Nondisparagement.  Executive
      covenants that during and following the Employment Term, Executive will
      not disparage or encourage or induce others to disparage the Company or
      its subsidiaries, together with all of their respective past and present
      directors and officers, as well as their respective past and present
      managers, officers, shareholders, partners, employees, agents, attorneys,
      servants and customers and each of their predecessors, successors and
      assigns (collectively, the “Company Entities and Persons”); provided that
      such limitation shall extend to past and present managers, officers,
      shareholders, partners, employees, agents, attorneys, servants and
      customers only in their capacities as such or in respect of their
      relationship with the Company and its
      subsidiaries.   The Company agrees that, during and
      following the Employment Term, neither the Company nor any director or
      officer, will issue any written statement that disparages Executive or
      encourages or induces others to disparage Executive.   The
      term “disparage” includes, without limitation, comments or statements
      adversely affecting in any manner (i) the conduct of the business of the
      Company Entities and Persons or the Executive, or (ii) the business
      reputation of the Company Entities and Persons or
      Executive.  Nothing in this Agreement is intended to or shall
      prevent either party from providing, or limiting testimony in response to
      a valid subpoena, court order, regulatory request or other judicial,
      administrative or legal process or otherwise as required by
      law.

              
	 	 	 
	 
      	
                (d)

              	
                Cooperation in Any
      Investigations and Litigation.  The Executive agrees that
      the Executive will reasonably cooperate with the Company, and its counsel,
      in connection with any investigation, inquiry, administrative proceeding
      or litigation relating to any matter in which Executive was involved or of
      which Executive has knowledge as a result of Executive’s service with the
      Company by providing truthful information.  The Company agrees
      to promptly reimburse Executive for reasonable expenses reasonably
      incurred by Executive, in connection with Executive’s cooperation pursuant
      to this Section 12(d).  Such reimbursements shall be made as
      soon as practicable, and in no event later than the calendar year
      following the year in which the expenses are incurred.  The
      Executive agrees that, in the event Executive is subpoenaed by any person
      or entity (including, but not limited to, any government agency) to give
      testimony (in a deposition, court proceeding or otherwise) which in any
      way relates to Executive’s employment by the Company, Executive will, to
      the extent not legally prohibited from doing so, give prompt notice of
      such request to the Chief Legal Officer of the Company so that the Company
      may contest the right of the requesting person or
  

              


      

       

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

       

      
        	 	 	entity
      to such disclosure before making such disclosure.  Nothing in
      this provision shall require Executive to violate Executive’s obligation
      to comply with valid legal process.
	 	 	 
	 
      	
                (e)

              	
                Blue
      Pencil.  It is the
      intent and desire of Executive and the Company that the provisions of this
      Section 12 be enforced to the fullest extent permissible under the laws
      and public policies as applied in each jurisdiction in which enforcement
      is sought. If any particular provision of this Section 12 shall be
      determined to be invalid or unenforceable, such covenant shall be amended,
      without any action on the part of either party hereto, to delete therefrom
      the portion so determined to be invalid or unenforceable, such deletion to
      apply only with respect to the operation of such covenant in the
      particular jurisdiction in which such adjudication is
  made.

              
	 	 	 
	 
      	
                (f)

              	
                Survive.  Executive’s
      obligations under this Section 12 shall survive the termination of the
      Employment Term.

              
	 	 	 
	
                13.

              	
                Remedies for Breach of
      Obligations under Sections 11 or 12 hereof. Executive acknowledges
      that the Company will suffer irreparable injury, not readily susceptible
      of valuation in monetary damages, if Executive breaches Executive’s
      obligations under Sections 11 or 12 hereof. Accordingly, Executive agrees
      that the Company will be entitled, in addition to any other available
      remedies, to obtain injunctive relief against any breach or prospective
      breach by Executive of Executive’s obligations under Sections 11 or 12
      hereof in any Federal or state court sitting in the State of Delaware, or,
      at the Company’s election, in any other state in which Executive maintains
      Executive’s principal residence or Executive’s principal place of
      business.  Executive hereby submits to the non-exclusive
      jurisdiction of all those courts for the purposes of any actions or
      proceedings instituted by the Company to obtain that injunctive relief,
      and Executive agrees that process in any or all of those actions or
      proceedings may be served by registered mail, addressed to the last
      address provided by Executive to the Company, or in any other manner
      authorized by law.

              
	 	 
	
                14.

              	
                Representations and
      Warranties by Executive. Executive represents and warrants to the
      Company that the execution and delivery by Executive of this Agreement do
      not, and the performance by Executive of Executive's obligations hereunder
      will not, with or without the giving of notice or the passage of time, or
      both: (a) violate any judgment, writ, injunction, or order of any court,
      arbitrator, or governmental agency applicable to Executive; or (b)
      conflict with, result in the breach of any provisions of or the
      termination of, or constitute a default under, any agreement to which
      Executive is a party or by which Executive is or may be
    bound.

              
	 	 
	
                15.

              	
                Miscellaneous.

              
	 	 
	 
      	
                (a)

              	
                Successors and
      Assigns.

              
	 	 	 
	 
      	 
      	
                (i)

              	
                This
      Agreement shall be binding upon and shall inure to the benefit of the
      Company, its successors and permitted assigns and the Company shall
      require any successor or assign to expressly assume and agree to perform
      this Agreement in the same manner and to the same extent that the Company
      would be required to perform if no such succession or assignment had taken
      place. The Company may not assign or delegate any rights or obligations
      hereunder except to a successor (whether direct or indirect, by purchase,
      merger, consolidation or otherwise) to all or substantially all of the
      business and/or assets of the Company. The term “the Company” as used
      herein shall include a corporation or other entity acquiring all or
      substantially all the assets and business of the Company (including this
      Agreement) whether by operation of law or otherwise.

              
	 	 	 	 
	 
      	 
      	
                (ii)

              	
                Neither
      this Agreement nor any right or interest hereunder shall be assignable or
      transferable by Executive, Executive’s beneficiaries or legal
      representatives, except 

              
	 	 	 	 


      

       

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

       

      
        	 	 	 	 by
      will or by the laws of descent and distribution. This Agreement shall
      inure to the benefit of and be enforceable by Executive’s legal personal
      representatives.
	 	 	 	 
	 
      	
                (b)

              	
                Fees and
      Expenses.  The Company shall pay reasonable and
      documented legal fees and related expenses, up to a maximum amount of
      $25,000, incurred by Executive in connection with the negotiation of this
      Agreement and related employment arrangements.  Such
      reimbursement shall be made as soon as practicable, but in no event later
      than the end of the calendar year following the calendar year in which the
      expenses were incurred.  Executive acknowledges that Executive
      has had the opportunity to consult with legal counsel of Executive’s
      choice in connection with the drafting, negotiation and execution of
      this Agreement and related employment arrangements.

              
	 	 	 
	 
      	
                (c)

              	
                Notice. For the purposes
      of this Agreement, notices and all other communications provided for in
      the Agreement (including the Notice of Termination) shall be in writing
      and shall be deemed to have been duly given when personally delivered or
      sent by Certified mail, return receipt requested, postage prepaid,
      addressed to the respective addresses last given by each party to the
      other, provided that all notices to the Company shall be directed to
      the attention of the Chief Legal Officer of the Company with a copy to the
      Chairman of the Compensation Committee of the Board. All notices and
      communications shall be deemed to have been received on the date of
      delivery thereof or on the third business day after the mailing thereof,
      except that notice of change of address shall be effective only upon
      receipt.

              
	 	 	 
	 
      	
                (d)

              	
                Indemnification.
      Executive shall be indemnified by the Company as provided in Company’s
      by-laws and Certificate of Incorporation.  The obligations under
      this paragraph shall survive any termination of the Employment
      Term.

              
	 	 	 
	 
      	
                (e)

              	
                Withholding.
      The Company shall be entitled to withhold the amount, if any, of all taxes
      of any applicable jurisdiction required to be withheld by an employer with
      respect to any amount paid to Executive hereunder. The Company, in its
      sole and absolute discretion, shall make all determinations as to whether
      it is obligated to withhold any taxes hereunder and the amount
      hereof.

              
	 	 	 
	 
      	
                (f)

              	
                Release
      of
      Claims. The termination benefits described in Sections 8(d)
      and 8(e) of this Agreement shall be conditioned on Executive delivering to
      the Company, a signed release of claims in the form of Exhibit C hereto
      within forty-five (45) days or twenty-one (21) days, as may be applicable
      under the Age Discrimination in Employment Act of 1967, as amended by the
      Older Workers Benefit Protection Act, following Executive’s termination
      date, and not revoking the Executive’s consent to such release of claims
      within seven (7) days of such execution; provided, however, that Executive
      shall not be required to release any rights Executive may have to be
      indemnified by the Company under Section 15(d) of this
      Agreement.

              
	 	 	 
	 
      	
                (g)

              	
                Modification.
      No provision of this Agreement may be modified, waived or discharged
      unless such waiver, modification or discharge is agreed to in writing and
      signed by Executive and the Company. No waiver by either party hereto at
      any time of any breach by the other party hereto of, or compliance with,
      any condition or provision of this Agreement to be performed by such other
      party shall be deemed a waiver of similar or dissimilar provisions or
      conditions at the same or at any prior or subsequent time. No agreement or
      representations, oral or otherwise, express or implied, with respect to
      the subject matter hereof have been made by either party which are not
      expressly set forth in this Agreement.

              
	 	 	 
	 
      	
                (h)

              	
                Effect of
      Other Law. Anything herein to the contrary notwithstanding,
      the terms of this Agreement shall be modified to the extent required to
      meet the provisions of the Sarbanes

              


      

       

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

       

      
        	 	 	-Oxley
      Act of 2002, Section 409A, or other federal law applicable to the
      employment arrangements between Executive and the Company. Any delay in
      providing benefits or payments, any failure to provide a benefit or
      payment, or any repayment of compensation that is required under the
      preceding sentence shall not in and of itself constitute a breach of this
      Agreement, provided, however, that the Company shall provide economically
      equivalent payments or benefits to Executive to the extent permitted by
      law.
	 	 	 
	 
      	
                (i)

              	
                Governing Law.
      This Agreement shall be governed by and construed and enforced in
      accordance with the laws of the State of Delaware applicable to contracts
      executed in and to be performed entirely within such State, without giving
      effect to the conflict of law principles thereof.

              
	 	 	 
	 
      	
                (j)

              	
                No Conflicts.
      Executive represents and warrants to the Company that Executive is not a
      party to or otherwise bound by any agreement or arrangement (including,
      without limitation, any license, covenant, or commitment of any nature),
      or subject to any judgment, decree, or order of any court or
      administrative agency, that would conflict with or will be in conflict
      with or in any way preclude, limit or inhibit Executive’s ability to
      execute this Agreement or to carry out Executive’s duties and
      responsibilities hereunder.

              
	 	 	 
	 
      	
                (k)

              	
                Severability.
      The provisions of this Agreement shall be deemed severable and the
      invalidity or unenforceability of any provision shall not affect the
      validity or enforceability of the other provisions
  hereof.

              
	 	 	 
	 
      	
                (l)

              	
                Entire
      Agreement. This Agreement constitutes the entire agreement between
      the parties hereto and supersedes all prior agreements, if any,
      understandings and arrangements, oral or written, between the parties
      hereto with respect to the subject matter hereof.

              
	 	 	 
	 
      	
                (m)

              	
                Counterparts.  This
      Agreement may be executed in one or more counterparts, each of which will
      be deemed to be an original copy of this Agreement and all of which, when
      taken together, will be deemed to constitute one and the same
      agreement.

              


      

       

      IN
WITNESS WHEREOF, the Company has caused this Agreement to be executed by its
duly authorized officer and Executive has executed this Agreement as of the day
and year first above written.

       

      
        	 
      	 
      	
                ENDO
      PHARMACEUTICALS

                HOLDINGS
      INC.

              
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                By:

              	
                /s/
      Roger Kimmel

              	 
      
	 
      	 
      	 
      	
                Title:

              	
                Chairman

              
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                EXECUTIVE

              	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                By:

              	
                /s/
      David Holveck

              	 
      
	 
      	 
      	 
      	
                Name:

              	
                David
      Holveck

              


      

       

      


       


      
        
           


        

        
          14

          
            

          

        

        
           


        

      


      


       

      EXHIBIT
A

       

      


      [Form of Initial RSU
Agreement]

      


      ENDO
PHARMACEUTICALS HOLDINGS INC.

      ENDOCENTIVE
STOCK AWARD AGREEMENT

      


      UNDER
THE 2007 STOCK INCENTIVE PLAN

       

      


      This Endocentive Stock Award Agreement
(this “Award Agreement”), is made and entered into as of the date of grant set
forth below (the “Date of Grant”) by and between Endo Pharmaceuticals Holdings
Inc., a Delaware corporation (the “Company”), and the participant named below
(the “Participant”).  Capitalized terms not defined herein shall have
the meaning ascribed to them in the Endo Pharmaceuticals Holdings Inc. 2007
Stock Incentive Plan (the “Plan”).  Where the context permits,
references to the Company shall include any successor to the
Company.

      


      Name
of Participant:  David Holveck

      


      Social
Security No.:

      


      Address:            
916 Brushtown Road

              Ambler,
PA  19002

      


      Number
of Endocentive Stock Awards:  [$1,125,000 divided by FMV of
Company Stock on 4/1/08]

      


      Date
of Grant:     April 1, 2008

      


      Vesting
Dates:    86.11% of the Endocentive Stock Awards on third
anniversary of Date of Grant

       13.89% of the Endocentive Stock
Awards on fourth anniversary of Date of Grant

      


      1.    Grant of Endocentive Stock
Awards.  The Company hereby grants to the Participant the total
number “Endocentive” restricted stock units set forth above (the “Endocentive
Stock Awards”), subject to all of the terms and conditions of this Award
Agreement and the Plan.

      


      2.    Form of Payment and
Vesting.  Each Endocentive Stock Award granted hereunder shall
represent the right to receive (1) one share Company Stock as of the date of
vesting, with such vesting to occur on the vesting dates set forth above
(“Vesting Dates”), provided that, subject to Section 4, no vesting shall occur
after the termination of the Participant’s employment or service with the
Company.

      


      3.    Restrictions

       

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      
 

      (a)  The
Endocentive Stock Awards granted hereunder may not be sold, assigned,
transferred, pledged, hypothecated or otherwise disposed of or encumbered, and
shall be subject to a risk of forfeiture and until any additional requirements
or restrictions contained in this Award Agreement or in the Plan have been
otherwise satisfied, terminated or expressly waived by the Company in
writing.

      


      (b)  Except
as provided in Section 4, upon vesting of the Endocentive Stock Awards, the
shares subject to the Endocentive Stock Awards shall be issued hereunder
(provided that such issuance is otherwise in accordance with federal and state
securities laws) as soon as practicable thereafter, but in any event no later
than the end of the taxable year in which such vesting occurs or, if later, by
the 15th day of the third calendar month following the Vesting
Date.

      


      4.    Termination of Employment
Services

      


      (a)   For
Cause.  Upon a Participant’s termination of employment with the
Company and its Subsidiaries for Cause all of the Participant’s unvested
Endocentive Stock Awards shall be forfeited as of such date.

      


      (b)  On Account of
Death.  Upon termination of Participant’s employment on account
of death, all of the Participant’s unvested Endocentive Stock Awards shall vest
immediately and the shares subject to such awards shall be issued hereunder
(provided, that such issuance is otherwise in accordance with federal and state
securities laws) to the person to whom such rights have passed under the
Participant’s will (or if applicable, pursuant to the laws of descent and
distribution) as soon as practicable thereafter, but in any case no later than
the end of the taxable year in which such death occurred or, if later by the
15th
day of the third calendar month following the Vesting Date.

      


      (c)  On Account of Disability,
Termination Without Cause or for Good Reason.  If the
Participant has a termination of employment on account of Disability,
termination by the Company without Cause, or termination by the Participant for
Good Reason (as such terms are defined in the Participant's employment agreement
with the Company), all of the Participant’s unvested Endocentive Stock Awards as
of date of termination shall vest immediately and the shares subject to such
awards shall be issued hereunder, provided, however, that to the extent required
by Section 409A in order to avoid imposition of penalties thereunder, any
payment of shares that would otherwise be made during the six (6) month period
immediately following termination of employment shall instead be made on the
first business day after the expiration of such six (6) month
period.

      


      (d)  On Account of Voluntary
Retirement with Consent of Company.  If the Participant
voluntarily Retires with the consent of the Company, all of the Participant’s
unvested Endocentive Stock Awards as of date of termination shall continue to
vest in accordance with the original vesting schedule set forth in Section 2 of
this Award Agreement, provided, however, that to the extent required by Section
409A in order to avoid imposition of penalties thereunder, any payment of shares
that would otherwise be made during the six (6) 

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

       

      month
period immediately following termination of employment shall instead be made on
the first business day after the expiration of such six (6) month
period.

      


      (e)  Any Other
Reason.  Unless otherwise provided in an individual agreement
with the Participant, if the Participant has a termination of employment for any
reason other than the reasons enumerated in paragraphs (a) through (d) above,
Endocentive Stock Awards that are unvested as of date of termination shall be
forfeited.

      


      5.    No Shareholder Rights Prior
to Vesting.  The Participant shall have no rights of a
shareholder (including the right to distributions or dividends) until shares of
Company Stock are issued pursuant to the terms of this Award
Agreement.

      


      6.    Endocentive Stock Award
(RSU) Agreement Subject to Plan.  This Award Agreement is made
pursuant to all of the provisions of the Plan, which is incorporated herein by
this reference, and is intended, and shall be interpreted in a manner, to comply
therewith.  In the event of any conflict between the provisions of
this Award Agreement and the provisions of the Plan, the provisions of the Plan
shall govern.

      


      7.    No Rights to Continuation of
Employment.  Nothing in the Plan or this Award Agreement shall
confer upon the Participant any right to continue in the employ of the Company
or any Subsidiary thereof or shall interfere with or restrict the right of the
Company or its shareholders (or of a Subsidiary or its shareholders, as the case
may be) to terminate the Participant’s employment any time for any reason
whatsoever, with or without cause.

      


      8.    Tax
Withholding.  The Company shall be entitled to require a cash
payment by or on behalf of the Participant and/or to deduct from other
compensation payable to the Participant any sums required by federal, state or
local tax law to be withheld or to satisfy any applicable payroll deductions
with respect to the payment of any Endocentive Stock Award.

      


      9.    Section 409A
Compliance.  Notwithstanding anything to the contrary contained
in this Award Agreement, to the extent that the Board determines that the Plan
or the Endocentive Stock Award is subject to Section 409A of the Code and fails
to comply with the requirements of Section 409A of the Code, the Board reserves
the right (without any obligation to do so) to amend or terminate the Plan
and/or amend, restructure, terminate or replace the Endocentive Stock Award in
order to cause the Endocentive Stock Award to either not be subject to Section
409A of the Code or to comply with the applicable provisions of such
section.

      


      10.  Governing
Law.  This Award Agreement shall be governed by, interpreted
under, and construed and enforced in accordance with the internal laws, and not
the laws pertaining to conflicts or choices of laws, of the State of Delaware
applicable to agreements made and to be performed wholly within the State
of Delaware.

      


      11.  Binding on
Successors.  The terms of this Award Agreement shall be binding
upon the Participant and upon the Participant’s heirs, executors,
administrators, personal representatives, transferees, assignees and successors
in interest, and upon the Company and its successors and assignees, subject to
the terms of the Plan.

       

       

      
        
          
          

        

        
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      12.  No
Assignment.  Notwithstanding anything to the contrary in this
Award Agreement, neither this Award Agreement nor any rights granted herein
shall be assignable by the Participant.

      


      13.  Necessary
Acts.  The Participant hereby agrees to perform all acts, and
to execute and deliver any documents that may be reasonably necessary to carry
out the provisions of this Award Agreement, including but not limited to all
acts and documents related to compliance with federal and/or state securities
and/or tax laws.

      


      14.  Entire Endocentive Stock
Award (RSU) Agreement.  This Award Agreement and the Plan
contain the entire agreement and understanding among the parties as to the
subject matter hereof.

      


      15.  Headings.  Headings
are used solely for the convenience of the parties and shall not be deemed to be
a limitation upon or descriptive of the contents of any such
Section.

      


      16.  Counterparts.  This
Award Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original and all of which together shall be deemed to
be one and the same instrument.

      


      17.  Notices.  All
notices and other communications under this Agreement shall be in writing and
shall be given by first class mail, certified or registered with return receipt
requested, and shall be deemed to have been duly given three days after mailing
to the respective parties named below:

      


                 If
to
Company:               Endo
Pharmaceuticals Holdings Inc.

      100
Endo Boulevard

      Chadds
Ford, PA 19317

      Attention:
Treasurer

      


      If
to the Participant:      At the address noted
above.

              

      Either
party hereto may change such party’s address for notices by notice duly given
pursuant hereto.

      


      18.  Amendment.  No
amendment or modification hereof shall be valid unless it shall be in writing
and signed by all parties hereto.

      


      19.  Acceptance.  The
Participant hereby acknowledges receipt of a copy of the Plan and this Award
Agreement.  The Participant has read and understand the terms and
provision thereof, and accepts the Endocentive Stock Awards subject to all the
terms and conditions of the Plan and this Award Agreement.

       

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      


      IN
WITNESS WHEREOF, the parties hereto have executed this Award Agreement as of the
date set forth above.

      


       

      ENDO
PHARMACEUTICALS HOLDINGS INC.

       

      By                                                  

      Name:
Charles A. Rowland, Jr.

      Title:   
Executive Vice President, Chief Financial Officer

       

      


      PARTICIPANT

      


      Signature                                                  

       

       

      Print
Name:  David Holveck

       

      


      


      



      
        
           


        

        
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      EXHIBIT
B

       

      


      [Form of Initial Option
Agreement]

      


      Grant
No.

      


      ENDO
PHARMACEUTICALS HOLDINGS INC.

       2007
STOCK INCENTIVE PLAN

      STOCK
OPTION AGREEMENT

      


      This
Stock Option Agreement (the “Option Agreement”) is made and entered into as of
the date of grant set forth below (the “Date of Grant”) by and between Endo
Pharmaceutical Holdings Inc., a Delaware corporation (the “Company”), and the
optionee named below (the “Optionee”).  Capitalized terms not defined
herein shall have the meaning ascribed to them in the Company’s 2007 Stock
Incentive Plan (the “Plan”).

      


      Name
of Optionee:          David
Holveck

      


      Social
Security No.:

      


      Address:                         916
Brushtown Road

                 Ambler,
PA  19002

      


      Shares
Subject to Option:     [options valued at $1,875,000 using
Black Scholes valuation]

      


      Exercise
Price Per Share:     $ [closing price on
4/1/08]

      


      Date
of
Grant:                      April
1, 2008

      


      Expiration
Date:                   April
1, 2018

      


      Vesting
Dates:        25% of the Option
Shares on first anniversary
of Date of Grant

                  25%
of the Option Shares on second anniversary of Date of Grant

                                               
25% of the
Option Shares on third anniversary of Date of Grant

                                               
25%
of the Option Shares on fourth anniversary of Date
of Grant

      


      Classification
of Option

      (Check
one):                            [    ]           Incentive
Stock Option

      [√]           Non-Qualified
Stock Option

      


      1.    Number of
Shares.  The Company hereby grants to the Grantee an option
(the “Option”) to purchase the total number of shares of Company Stock set forth
above as Shares Subject to Option (the “Option Shares”) at the Exercise Price
Per Share set forth above (the “Exercise Price”), subject to all of the terms
and conditions of this Option Agreement and the Plan.

       

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

       

      2.    Incorporation of
Plan.  The Plan is hereby incorporated by reference and made a
part hereof, and the Option and this Option Agreement shall be subject to all
terms and conditions of the Plan.

      


      3.    Option
Term.  The term of the Option and of this Option Agreement (the
“Option Term”) shall commence on the Date of Grant set forth above and, unless
previously terminated pursuant to Section 7 of the Plan or Paragraph 4 of this
Option Agreement, shall terminate upon the Expiration Date set forth
above.  As of the Expiration Date, all rights of the Optionee
hereunder shall terminate.

      


      4.    Termination of
Employment.  Upon termination of the Optionee’s employment, the
Option shall be treated in accordance with Section  7 of the Plan,
except to the extent provided below:

       

      (n)           Upon
termination of a Optionee's employment with the Company and its Subsidiaries on
account of Disability, termination by the Company without Cause or termination
by the Optionee for Good Reason (as such terms are defined in the Optionee's
employment agreement with the Company) all outstanding Options granted to such
Optionee shall immediately become fully exercisable, and shall remain
exercisable for a period of one (1) year from and including the date of
termination of employment and shall terminate thereafter.

       

       

      (o)           Upon
termination of a Optionee's employment with the Company and its Subsidiaries on
account of death, all outstanding Options granted to such Optionee shall
immediately become fully exercisable by the person to whom such rights have
passed under the Optionee's will (or if applicable, pursuant to the laws of
descent and distribution), and shall remain exercisable for a period of one
(1) year from and including the date of the Optionee's death and shall terminate
thereafter.

       

      5.    Vesting.  Except
as provided in Section 7 of the
Plan or Paragraph 4 above,
the Option shall become exercisable with respect to the number of Option
Shares specified on the Exercisability Dates set forth above.  Once
exercisable, the Option shall continue to be exercisable at any time or times
prior to the Expiration Date, subject to the provisions hereof and of the
Plan.

      


      6.    Authority of the
Committee.  The Committee shall have full authority to interpret and
construe the terms of the Plan and this Option Agreement.  The
determination of the Committee as to any such matter of interpretation or
construction shall be final, binding and conclusive.

      


      7.    Notices.  All
notices and other communications under this Agreement shall be in writing and
shall be given by first class mail, certified or registered with return receipt
requested, and shall be deemed to have been duly given three days after mailing
to the respective parties named below:

      


      If to
Company:             Endo
Pharmaceuticals Holdings Inc.

      100
Endo Boulevard

      Chadds
Ford, PA 19317

      Attention:
Treasurer

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      
 

      If
to the Optionee:          At
the address noted above.

        

      Either
party hereto may change such party’s address for notices by notice duly given
pursuant hereto.

      


      8.    Amendments.  This
Option Agreement may be amended or modified at any time only by an instrument in
writing signed by each of the parties hereto.

      


      9.    Governing
Law.  This Option Agreement shall be governed by and construed
according to the laws of the State of Delaware without regard to its principles
of conflict of laws.

      


      10.  Acceptance.  The
Optionee hereby acknowledges receipt of a copy of the Plan and this Option
Agreement.  The Optionee has read and understand the terms and
provision thereof, and accepts the Option subject to all the terms and
conditions of the Plan and this Agreement.

      


      IN
WITNESS WHEREOF, the parties hereto have executed and delivered this Option
Agreement on the day and year first above written.

      


      


                                  ENDO PHARMACEUTICALS
HOLDINGS INC.

      


      


                                  By                                                       

                                  Name: 

                                  Title: 

      


       

      ____________________________

      David
Holveck, Optionee

      


      



      
        
           


        

        
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      EXHIBIT
C

       

       

      FORM
OF RELEASE AGREEMENT

       

       

      THIS
RELEASE AGREEMENT (the “Release”) is made as
of this ____ day of _________, ____, by and between David Holveck (“Executive”) and Endo
Pharmaceuticals Holdings Inc. (the “Company”).

       

       

      FOR AND IN CONSIDERATION of the payments and benefits
provided in the Employment Agreement between Executive and the Company dated as
of April 1, 2008, (the “Employment Agreement”),

      
        	 	Executive,
      for himself or herself, his or her successors and assigns, executors and
      administrators, now and forever hereby releases and discharges the
      Company, together with all of its past and present parents, subsidiaries,
      and affiliates, together with each of their officers, directors,
      stockholders, partners, employees, agents, representatives and attorneys,
      and each of their subsidiaries, affiliates, estates, predecessors,
      successors, and assigns (hereinafter collectively referred to as the
      “Releasees”)
      from any and all rights, claims, charges, actions, causes of action,
      complaints, sums of money, suits, debts, covenants, contracts, agreements,
      promises, obligations, damages, demands or liabilities of every kind
      whatsoever, in law or in equity, whether known or unknown, suspected or
      unsuspected, which Executive or Executive’s executors, administrators,
      successors or assigns ever had, now has or may hereafter claim to have by
      reason of any matter, cause or thing whatsoever; arising from the
      beginning of time up to the date of the Release: (i) relating in any way
      to Executive’s employment relationship with the Company or any of the
      Releasees, or the termination of Executive’s employment relationship with
      the Company or any of the Releasees; (ii) arising under or relating to the
      Employment Agreement; (iii) arising under any federal, local or state
      statute or regulation, including, without limitation, the Age
      Discrimination in Employment Act of 1967, as amended by the Older Workers
      Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the
      Americans with Disabilities Act of 1990, the Employee Retirement Income
      Security Act of 1974, and/or the applicable state law against
      discrimination, each as amended; (iv) relating to wrongful employment
      termination or breach of contract; or (v) arising under or relating to any
      policy, agreement, understanding or promise, written or oral, formal or
      informal, between the Company and any of the Releasees and Executive;
      provided,
      however,
      that notwithstanding the foregoing, nothing contained in the Release shall
      in any way diminish or impair:  (a) any rights Executive
      may have, from and after the date the Release is executed, under Sections
      8(d) or 8(e) of the Employment  Agreement; (b) any rights
      to indemnification that may exist from time to time under the Company’s
      certificate of incorporation or bylaws, or state law; (c) any rights
      Executive may have to vested benefits under employee benefit plans or
      incentive compensation plans of the Company; (d) Executive’s ability to
      bring appropriate proceedings to enforce the Release; or (e) any rights or
      claims Executive may have that cannot be waived under applicable law
      (collectively, the “Excluded
      Claims”).  Executive further
      acknowledges and agrees that, except with respect to Excluded Claims, the
      Company and the Releasees have fully satisfied any and all obligations
      whatsoever owed to Executive arising out of Executive’s employment with
      the Company or any of the Releasees, and that no further payments or
      benefits are owed to Executive by the Company or any of the
      Releasees.


      

       

      
        	
                16.

              	
                Executive
      understands and agrees that, except for the Excluded Claims, Executive has
      knowingly relinquished, waived and forever released any and all rights to
      any personal recovery in any action or proceeding that may be commenced on
      Executive’s behalf arising out of the aforesaid employment relationship or
      the termination thereof, including, without limitation, claims for
      backpay, front pay, liquidated damages, compensatory damages, general
      damages, special damages, punitive damages, exemplary damages, costs,
      expenses and attorneys’ fees.

              


      

       

       

      
        
          
          

        

        
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                17.

              	
                Executive
      acknowledges and agrees that Executive has been advised to consult with an
      attorney of Executive’s choosing prior to signing the
      Release.  Executive understands and agrees that Executive has
      the right and has been given the opportunity to review the Release with an
      attorney of Executive’s choice should Executive so
      desire.  Executive also agrees that Executive has entered into
      the Release freely and voluntarily. Executive further acknowledges and
      agrees that Executive has had at least [twenty-one (21)] [forty-five (45)]
      calendar days to consider the Release, although Executive may sign it
      sooner if Executive wishes.  In addition, once Executive has
      signed the Release, Executive shall have seven (7) additional days from
      the date of execution to revoke Executive’s consent and may do so by
      writing to:  ___________.  The Release shall not be
      effective, and no payments shall be due hereunder, until the eighth (8th)
      day after Executive shall have executed the Release and returned it to the
      Company, assuming that Executive had not revoked Executive’s consent to
      the Release prior to such date.

              


      

       

      
        	
                18.

              	
                It
      is understood and agreed by Executive that the payment made to Executive
      is not to be construed as an admission of any liability whatsoever on the
      part of the Company or any of the other Releasees, by whom liability is
      expressly denied.

              


      

       

      
        	
                19.

              	
                The
      Release is executed by Executive voluntarily and is not based upon any
      representations or statements of any kind made by the Company or any of
      the other Releasees as to the merits, legal liabilities or value of
      Executive’s claims.  Executive further acknowledges that
      Executive has had a full and reasonable opportunity to consider the
      Release and that Executive has not been pressured or in any way coerced
      into executing the Release.

              


      

       

      
        	
                20.

              	
                The
      exclusive venue for any disputes arising hereunder shall be the state or
      federal courts located in the State of Delaware, and each of the parties
      hereto irrevocably waives, to the fullest extent permitted by law, any
      objection which it may now or hereafter have to the laying of the venue of
      any such proceeding brought in such a court and any claim that any such
      proceeding brought in such a court has been brought in an inconvenient
      forum.  Each of the parties hereto also agrees that any final
      and unappealable judgment against a party hereto in connection with any
      action, suit or other proceeding may be enforced in any court of competent
      jurisdiction, either within or outside of the United States.  A
      certified or exemplified copy of such award or judgment shall be
      conclusive evidence of the fact and amount of such award or
      judgment.

              


      

       

      
        	
                21.

              	
                The
      Release and the rights and obligations of the parties hereto shall be
      governed and construed in accordance with the laws of the State of
      Delaware.  If any provision hereof is unenforceable or is held
      to be unenforceable, such provision shall be fully severable, and this
      document and its terms shall be construed and enforced as if such
      unenforceable provision had never comprised a part hereof, the remaining
      provisions hereof shall remain in full force and effect, and the court
      construing the provisions shall add as a part hereof a provision as
      similar in terms and effect to such unenforceable provision as may be
      enforceable, in lieu of the unenforceable
  provision.

              


      

       

      
        	
                22.

              	
                The
      Release shall inure to the benefit of and be binding upon the Company and
      its successors and assigns.

              


      

       

      IN
WITNESS WHEREOF, Executive and the Company have executed the Release as of the
date and year first written above.

       

       

      


      
      

       

      
        	 	 	 	 
	
                ENDO
      PHARMACEUTICALS                                                    

              	DAVID
    HOLVECK
	HOLDINGS INC  	 


      

       

       

       

       

      

         

        
          	
                   5