Schering-Plough Corporation Severance Benefit Plan

Exhibit 10.J

Schering-Plough Corporation

Severance Benefit Plan

Amended and Restated Effective January 1, 2008

Preamble

     Schering-Plough Corporation (“Schering-Plough”) established the Schering-Plough Severance Benefit Plan (the “Plan”) for the purpose of providing severance benefits to certain Employees whose employment terminates on or after February 4, 2004. The Plan constitutes a formal employee welfare benefit plan under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). The Plan is hereby amended and restated, effective for all terminations occurring on or after January 1, 2008, and supersedes any policy, plan or program theretofore maintained or in effect under which severance benefit payments were made prior to January 1, 2008, by Schering-Plough or any of its U.S. affiliated companies (or their predecessors) including any of the Organon BioSciences U.S. Affiliates, which were acquired by Schering-Plough effective November 19, 2007, as part of Schering-Plough’s acquisition of Organon BioSciences N.V.

     The Plan, as set forth herein, is intended to alleviate in part or in full financial hardships that may be experienced by certain of those Employees of Schering-Plough and its U.S. affiliated companies, whose employment is terminated for certain reasons. In essence, benefits under the Plan are intended to be supplemental unemployment benefits. The Plan is not intended to be included in the definitions of “employee pension benefit plan” and “pension plan” set forth under Section 3(2) of ERISA as a “severance pay arrangement” within the meaning of Section 3(2)(b)(i) of ERISA. Rather, the Plan is intended to meet the descriptive requirements of a plan constituting a “severance pay plan” within the meaning of regulations published by the Secretary of Labor at Title 29, Code of Federal Regulations , Section 2510.3-2(b). Accordingly, the benefits paid by the Plan are not deferred compensation and no employee shall have a vested right to such benefits.

     The Plan shall continue until such time as it is amended or terminated in accordance with Article 6.

TABLE OF CONTENTS

		Page
ARTICLE 1 DEFINITIONS			1
ARTICLE 2 PARTICIPATION AND ELIGIBILITY FOR BENEFITS			6
ARTICLE 3 BENEFITS			8
ARTICLE 4 METHOD OF SEVERANCE PAYMENTS			11
ARTICLE 5 THE ADMINISTRATIVE COMMITTEE			12
ARTICLE 6 AMENDMENT AND TERMINATION			13
ARTICLE 7 CLAIMS PROCEDURES			14
ARTICLE 8 MISCELLANEOUS			15

Article 1
Definitions

When used herein, the following terms shall have the meanings set forth below.

1.01		“ Administrative Committee ” means Schering-Plough Corporation’s Employee Benefits Committee or its designee.
1.02		“ Base Pay ” means the Employee’s highest Weekly Base Rate of Pay during the 12-month period prior to his or her termination.
		In the case of a Termination Due to Change of Control, Base Pay shall mean the sum of (a) Employee’s highest Weekly Base Rate of Pay during the 12-month period prior to his or her termination or, if greater, the Employee’s Weekly Base Rate of Pay in effect immediately prior to such Change of Control, and (b) an amount equal to 1/52 of the Employee’s annual Target Incentive. Notwithstanding the foregoing, for purposes of calculating Base Pay in order to determine a Participant’s benefit under Column A of Exhibit B, Base Pay shall not include any portion of the Employee’s Target Incentive.
1.03		“ Benefits ” means the benefits that a Participant is eligible to receive pursuant to Article 3 of the Plan.
1.04		“ Change of Control ” means a Change of Control (or Change in Control) as defined in the Company’s 2002 Stock Incentive Plan and any successor to such plan.
1.05		“ Company ” means Schering-Plough Corporation and its U.S. affiliated companies.
1.06		“ Comparable Position ” means employment with the Company or a successor employer in which the individual’s level of responsibilities would not constitute a Demotion. For purposes of a Termination Due to Change of Control, a position shall not be a Comparable Position if such position would require the Employee’s principal business location to be relocated more than 50 miles from the Employee’s principal business location immediately prior to the Change of Control.
1.07		“ Corporate Integrity Agreement ” means the five-year settlement agreement entered into between the Company and the Office of Inspector General of the U.S. Department of Health and Human Services, effective July 29, 2004.
1.08		“ Demotion ” means continued employment in a position that, as determined by the Administrative Committee, constitutes a demotion under Schering-Plough’s U.S. compensation guidelines or a position that is one or more levels lower on a Company-recognized career ladder, whether or not such employment is with the Company or a successor employer.
1.09		“ Decline to Relocate ” means a termination of a Participant’s employment as a result of his or her rejection of an offer of continued employment in the same position or a

		Comparable Position that would require relocation of the Participant’s principal business location of more than 50 miles.
1.10		“ Employee ” means any regular full-time or regular part-time employee of the Company who is employed in the United States and as to whom the terms and conditions of employment are not covered by a collective bargaining agreement unless the collective bargaining agreement specifically provides for coverage under the Plan. For this purpose, a regular part-time employee shall be an employee who is regularly scheduled to work approximately 20 to 32 hours per week. The term “Employee” shall not include (a) temporary employees (including college coops, summer employees, high school coops, flexible workforce employees and any other such temporary classifications); (b) any individual characterized by the Company as an “independent contractor” or as a “contract worker;” (c) officers and other employees of the Company who are parties to employment agreements; (d) officers or other employees of the Company who participate in any severance plan of the Company that provides for the payment of severance benefits in connection with a Change of Control of the Company and such individual qualifies for the payment of such benefits; (e) any other individual who is not treated by the Company as an employee for purposes of withholding federal income taxes, regardless of any contrary Internal Revenue Service, governmental, or judicial determination relating to such employment status or tax withholding; or (f) effective April 13, 2005, any employee of the Company who (i) is not a U.S. citizen, (ii) is on temporary assignment in the United States, and (iii) normally works outside the United States. In the event that an individual engaged in an independent contractor or similar non-employee capacity is subsequently reclassified by the Company, the Internal Revenue Service, or a court as an employee, such individual, for purposes of the Plan, shall be deemed an Employee from the actual (and not effective) date of such classification, unless expressly provided otherwise by the Company.
		An Employee also includes any employee of the Company otherwise satisfying the definition for Employee above who works in the United States permanently or who normally works in the United States and receives compensation from one of the Company’s United States affiliates or participating companies but is on temporary assignment outside of the United States.
1.11		“ Employment Service Date ” means the first day on which an individual became an Employee.
1.12		“ Employment Termination Date ” means the date on which the employment of the Employee by the Company is terminated.
1.13		“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.
1.14		“ Job Elimination ” means a termination of a Participant’s employment by the Company due to job elimination, as determined by the Administrative Committee in its sole discretion, for purposes of the Plan only.

1.15		“ Job Restructuring ” means a termination of a Participant’s employment by the Company due to a change in required competencies or qualifications for the Participant’s job, as determined by the Administrative Committee in its sole discretion, for purposes of the Plan only.
1.16		“ Misconduct ” means conduct which includes (a) falsification of company records/misrepresentation; (b) theft; (c) acts or threats of violence; (d) refusal to carry out assigned work; (e) unauthorized possession of alcohol or illegal drugs on company premises; (f) being under the influence of alcohol or illegal drugs during work hours; (g) willful intent to damage or destroy company property; (h) violation of the Standards of Global Business Practices; (i) acts of discrimination/harassment; (j) conduct jeopardizing the integrity of our products; (k) violation of Company rules, policies, and/or practices; or (l) other conduct considered to be detrimental to the Company.
1.17		“ Organon BioSciences U.S. Affiliates ” means each of the affiliates of Organon BioSciences N.V. that is both organized under the laws of the United States and employs individuals who are paid through a U.S. source payroll system.
1.18		“ Participant ” means any Terminated Employee eligible for Benefits in accordance with Article 2.
1.19		“ Plan ” means the Schering-Plough Severance Benefit Plan, as set forth herein, and as the same may from time to time be amended.
1.20		“ Plan Year ” means the period commencing on each January 1 during which the Plan is in effect and ending on the subsequent December 31.
1.21		“ Severance Benefit Plan Committee ” means the Committee that reviews initial benefit claims under the Plan, which shall be comprised of no less than three members who shall include the Company’s Executive Director of Global Benefits, and Vice Presidents of Human Resources representing the Company’s major operating groups as the Company shall appoint.
1.22		“ Target Incentive ” means an Employee’s target incentive for any given year under the Company’s annual incentive plan applicable to the Employee immediately preceding his or her termination. Notwithstanding the foregoing sentence, in the event of a Termination Due to Change of Control, Target Incentive shall mean the greater of the Target Incentive described in the preceding sentence or the Target Incentive in effect immediately preceding the Change of Control.
1.23		“ Terminated Employee ” means an Employee who has experienced an Employment Termination Date.
1.24		“ Termination Due to Change of Control ” means a termination of a Participant’s employment by the Company within two years following a Change of Control that is involuntary or that is as a result of his or her written rejection of an offer of continued employment with the Company or an affiliate if such employment is not a Comparable Position. For purposes of the preceding sentence, an involuntary termination shall be

		deemed to occur as of the sixtieth (60th) day (or such longer period of time as the Company shall establish not to exceed one year) immediately following the later of (a) the date on which the Participant rejects in writing an offer of continued employment with the Company or an affiliate for a position that is not a Comparable Position; or (b) the date of the Change of Control.
1.25		“ Termination Due to Non-Performance ” means a termination of an Employee’s employment by the Company due to the Employee’s failure to perform his or her job assignments in a satisfactory manner, as determined by the Administrative Committee in its sole discretion, for purposes of the Plan only. In addition, a Termination Due to Non-Performance means a termination of an Employee’s employment by the Company due to the Employee being deemed an “ineligible person” pursuant to the Corporate Integrity Agreement.
1.26		“ Termination Due to Workforce Restructuring ” means termination of an Employee’s employment by the Company due to a Decline to Relocate, a Job Elimination, a Job Restructuring, or such other termination determined by the Administrative Committee.
		An Employee who has been absent from employment on a (a) short-term disability leave, or (b) long-term disability leave or “medical no pay” leave lasting, in the aggregate, for a period of less than two years shall be deemed to have suffered a Termination Due to Workforce Restructuring if neither the Employee’s latest position nor a Comparable Position exists for the Employee once he or she is released to return to work. Nothing in this paragraph shall prevent such an Employee from experiencing a Termination Due to Workforce Restructuring as a result of a Job Elimination, Job Restructuring, or other determination by the Administrative Committee or its designee to the extent otherwise provided under this Plan.
1.27		“ Voluntary Resignation ” means a resignation that is a voluntary separation from employment initiated by the Employee.
1.28		“ Weekly Base Rate of Pay ” means

	(a)		for a regular full-time Employee paid on a weekly payroll period basis, the Employee’s weekly rate of pay.
	(b)		for a regular full-time Employee paid on a bi-monthly payroll period basis, the Employee’s rate of pay for one payroll period divided by 2.166.
	(c)		for a regular part-time Employee paid on any hourly basis, the Employee’s highest base hourly rate during the last 12 months multiplied by the average number of weekly hours worked during that 12-month period.

1.29

“ Years of Service ” means the total number of a Participant’s full years of active service with the Company subject to the following rules:

(a)

For purposes of determining a Participant’s number of Years of Service, a full year of active service is any consecutive twelve-month period of service occurring

			after the Participant’s most recent break in service lasting one year or more. For example, a Participant whose Employment Service Date is June 21, 2003 will be credited with one Year of Service at the end of the business day June 20, 2004 provided that he or she has been continuously employed by the Company through that date.
	(b)		For purposes of determining a Participant’s number of Years of Service, such Participant shall be treated as if his or her Employment Termination Date was December 31 of the calendar year in which his or her actual Employment Termination Date occurs.
	(c)		Any break in a Participant’s active service for a period of less than one year shall be disregarded for purposes of calculating a Participant’s number of Years of Service. For example, a Participant who was hired on June 1, 2000, was terminated on February 3, 2002, rehired on December 18, 2002, and terminated again on March 3, 2003 shall have three Years of Service under the Plan.
	(d)		Notwithstanding the foregoing, a Participant’s service earned prior to incurring a break in service of less than 12 months and for which the Participant received a severance benefit under this Plan or any other severance plan or arrangement sponsored by the Company shall not be credited as Years of Service under the Plan. For example, a Participant who was hired on January 1, 2000, terminated on June 1, 2001 and received a severance benefit in connection with those years of service and was rehired on January 1, 2007 shall, as of December 31, 2008, be credited with one Year of Service.
	(e)		Notwithstanding anything herein to the contrary, a Participant’s active service with any of the Organon BioSciences U.S. Affiliates, which were acquired by Schering-Plough effective November 19, 2007, as part of Schering-Plough’s acquisition of Organon BioSciences N.V., shall be taken into account when calculating the Participant’s number of Years of Service.

Article 2
Participation and Eligibility for Benefits

2.01

Eligibility .

(a)

Subject to Sections 2.01(b), 2.02, and 2.03, any Terminated Employee (other than an employee who is employed in Puerto Rico) who has provided the Company with at least 90 consecutive days of service and incurs a Termination Due to Workforce Restructuring, a Termination Due to Non-Performance, or a T