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STOCK OPTION TERMS
FOR A NON-QUALIFIED STOCK OPTION (NQSO)
UNDER THE MERCK & CO., INC. 2007 INCENTIVE STOCK
PLAN
These Stock Option Terms apply to
the 2009 Annual Stock Option Grant . They may be amended by
the Merck Compensation and
Benefits Committee of the Board of Directors as permitted by the
ISP.
This is a
summary of the terms applicable to the stock option specified on
this document. Different terms may apply to any prior or future
stock option.
This stock
option becomes exercisable in equal installments (subject to
rounding process) on the Vesting Dates indicated in the resolution
to which these Stock Option Terms are attached. This stock option
expires on its Expiration Date, which is the day before the tenth
anniversary of the Grant Date. If your employment with the Company
is terminated, your right to exercise this stock option will be
determined according to the terms in Section II.
Eligibility : Regular full-time and part-time employees
employed by the Company, its parent, if any, or its subsidiaries,
its affiliates and its joint ventures, including officers, whether
or not directors of the Company, and employees of a joint venture
partner or affiliate of the Company who provide services to the
joint venture with such partner or affiliate (each such person, an
“Employee”), shall be eligible to participate in the
Plan if designated by the Committee (“Eligible
Employees”).
II.
TERMINATION OF EMPLOYMENT
A. General Rule. If your employment is terminated for any reason
other than those specified in the following paragraphs, the portion
of this stock option that is unvested will expire on the date your
employment ends; the portion of this stock option that is vested
will expire on the day before the same date of the third month
after your employment ends, but in no event later than the original
Expiration Date.
B. Retirement. If you retire from service with the Company,
this stock option will continue to become exercisable on applicable
Vesting Dates and will expire on its original Expiration
Date.
C. Separation. If your employment is terminated and the Company
determines that such termination resulted from the elimination of
your job or the sale of your subsidiary, division or joint venture,
the portion of this stock option that is unvested will vest
immediately upon such termination. Whether already vested on the
date of your separation or vested as a result of your separation,
this stock opti
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