PLAN FOR
DEFERRED PAYMENT OF
(Amended
and Restated as of January 1, 2009)
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Page
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Article
I
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1
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Article
II
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Election of Deferral, Investment Alternatives
and Distribution Schedule
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1
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Article
III
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Valuation of Deferred Amounts
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3
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Article
IV
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Redesignation Within a Deferral
Account
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4
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Article
V
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Payment of Deferred Amounts
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5
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Article
VI
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Designation of Beneficiary
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5
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Article
VII
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Plan Amendment or Termination
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6
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Article
VIII
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6
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(i)
MERCK &
CO., INC.
PLAN FOR DEFERRED PAYMENT OF
DIRECTORS’ COMPENSATION
The Merck
& Co., Inc. Plan for Deferred Payment of Directors’
Compensation (“Plan”) provides an unfunded arrangement
for directors of Merck & Co., Inc. other than current employees
to value, account for and ultimately distribute amounts deferred
(i) voluntarily in case of annual retainers and Board and
committee meeting fees and (ii) mandatorily in certain other
cases as described herein.
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II.
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ELECTION OF DEFERRAL,
INVESTMENT ALTERNATIVES AND DISTRIBUTION SCHEDULE
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A.
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Election of Voluntary Deferral
Amount
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1.
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Prior to December 31 of each
year, each director may irrevocably elect (an “Initial
Election”) to defer, until termination of service as a
director or later, 50% or 100% of each of the following (together,
the “Voluntary Deferral Amount”) with respect to the
12 months beginning April 1 of the next calendar year after
such Initial Election:
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(a) Board
retainer
(b) Committee Chairperson retainer
(c) Audit Committee member retainer, and
(d) Board and committee meeting fees.
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2.
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Prior to commencement of duties as a
director or within the first 30 days following commencement of
services, a director newly elected or appointed to the Board during
a calendar year may make an Initial Election for the portion of the
Voluntary Deferral Amount applicable to such director’s first
year of service (or part thereof).
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3.
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The
Voluntary Deferral Amount shall be credited as follows:
(1) Board and committee meeting fees that are deferred are
credited as of the last business day of each calendar quarter;
(2) if the Board retainer, Lead Director retainer, Committee
Chairperson retainer and/or Audit Committee member retainer are
deferred, a pro-rata share of the deferred retainer is credited as
of the last business day of each calendar quarter. The dates as of
which the Voluntary Deferral Amount, or parts thereof, are credited
to the director’s deferred account are hereinafter referred
to as the Voluntary Deferral Dates.
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4.
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Effective December 1, 2008,
once an Initial Election is made, it shall continue to apply in
successive years on the same terms and conditions until the
director makes a new Initial Election.
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B.
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Mandatory Deferral
Amount
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1.
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As
of the Friday following the Company’s Annual Meeting of
Stockholders (the “Mandatory Deferral Date”), each
director will be credited with an amount equivalent to the annual
cash retainer for the 12 month period beginning on
the
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April 1
preceding the Annual Meeting (the “Mandatory Deferral
Amount”). The Mandatory Deferral Amount will be measured by
the Merck Common Stock account.
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2.
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A
director newly elected or appointed to the Board after the
Mandatory Deferral Date will be credited with a pro rata portion of
the Mandatory Deferral Amount applicable to such director’s
first year of service (or part thereof). Such pro rata portion
shall be credited to the director’s account as of the first
day of such director’s service.
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C.
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Automatic Deferral of Executive
Committee Fees
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Between June 2005, and
April 2007, directors who served as either Chairperson or
member of the Board’s Executive Committee, in lieu of any
cash payment for such service, were credited with an amount
provided by way of retainer or meeting fees (the “Automatic
Deferral Amount”). The Automatic Deferral Amount is measured
by the Merck Common Stock account.
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D.
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Election of Investment
Alternatives
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Each Initial Election shall include
an election as to the investment alternatives by which the value of
amounts deferred will be measured in accordance with Article III,
below. Investment alternatives available under this Plan shall be
the same as the investment alternatives available from time to time
under the Merck & Co., Inc. Deferral Program (the
“Executive Deferral Program”); provided, however, that
at all times there shall be a Merck Common Stock fund. All
investment alternatives other than Merck Common Stock are referred
to herein as “Other Investment
Alternatives.”
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E.
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Initial Election of Distribution
Schedule
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An
Initial Election shall include an election of the year during which
the Distribution Date (as defined below) shall occur and shall
apply to all Voluntary Deferral Amounts, Mandatory Deferral Amounts
and Automatic Deferral Amounts credited during the same period. The
Distribution Date shall be the 15th day of the month (or, if such
day is not a business day, the next business day) of a calendar
quarter following the Director’s termination of service as a
director or such number of years thereafter as would be permitted
for distributions elected under the Executive Deferral
Program.
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F.
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Changes to Distribution
Schedule
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If
and to the extent that participants in the Executive Deferral
Program are permitted to make re-deferral elections from time to
time, participants in this Plan may elect to defer their
Distribution Dates subject to the same restrictions applicable
under the Executive Deferral Program; provided, however, that no
re-deferral election may have the effect of accelerating a
distribution prior to a director’s termination of service or
death.
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2
III.
VALUATION OF DEFERRED AMOUNTS
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A.
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Merck Common Stock
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1.
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Initial Crediting
. T
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