Merck & Co., Inc. 2001 Non-Employee Director Stock Option Plan



 Exhibit 10.11 
 AMENDMENT ONE 
 to the 
 MERCK & CO., INC. 
 2001 NON-EMPLOYEE DIRECTORS STOCK
OPTION PLAN 
 (Amended April 19, 2002) 
 WHEREAS, pursuant to and upon consummation of the Agreement and Plan of Merger, dated March 8, 2009, as amended, by and among, Merck & Co., Inc. (“Merck”), Schering-Plough
Corporation, SP Merger Subsidiary One, Inc., and SP Merger Subsidiary Two, Inc. (the “Transactions”), Schering-Plough Corporation will change its name to Merck & Co. Inc., (“Parent”) and Merck will change its name to
Merck Sharp & Dohme Corp. (“MSD”), and will become a wholly-owned subsidiary of Parent; 
 WHEREAS, under
Section 11 of the Merck 2001 Non-Employee Directors Stock Option Plan (the “2001 Directors Plan”), the Board of Directors of Merck may from time to time amend the terms of the 2001 Directors Plan and desires to amend, contingent on
and effective upon the consummation of the Transactions, the 2001 Directors Plan to reflect, (i) the change to the stock underlying any stock option awards granted under the 2001 Directors Plan that remain outstanding as of the closing date of
the Transactions from the common stock of Merck, par value $0.01 per share (“Merck Common Stock”) to the common stock of Parent, par value $0.50 per share (“Parent Common Stock”); and (ii) other technical changes that are
considered necessary for the proper continuation of such outstanding equity grants and the 2001 Directors Plan in light of the Transactions; provided however, for the avoidance of any doubt, if the Transactions is not consummated, all amendments as
set forth herein shall be null and void; 
 NOW, THEREFORE, BE IT 
 RESOLVED, that in consideration of the premises, the 2001 Directors Plan is hereby amended contingent on and as of the consummation of the
Transactions as follows: 
 1. The first sentence of the Preamble of the 2001 Directors Plan shall be deleted and replaced with
the following two sentences: 
 The 2001 Non-Employee Directors Stock Option Plan (the “Plan”), effective
April 24, 2001, was established to attract, retain and compensate for service as members of the Board of Directors of Merck & Co., Inc. (“Merck”). The Plan is amended, effective as of the Closing Date, as such term is defined
in Section 1.2 of the Agreement and Plan of Merger dated as of March 8, 2009, by and among Merck, Schering Plough Corporation, SP Merger Subsidiary One, Inc., and SP Merger Subsidiary Two, Inc. (the “Transactions”), whereby
Schering Plough Corporation will be renamed Merck & Co., Inc. (“Parent”) and Merck will be renamed Merck Sharp and Dohme Corp. (“MSD”) and will be a wholly-owned subsidiary of Parent. On and after the Closing Date,
references in the Plan to the “Company” shall be read to refer to the “Parent.” 







 2. Section 1 of the 2001 Directors Plan shall be amended to add the following sentence
at the end of Section 1: 
 Effective as of the Closing Date, only those Non-Employee Directors who served as Non-Employee
Directors of Merck prior to the Transactions and who participated in the Plan prior to the Transactions will be participants in the Plan following the Transactions with respect to any options granted prior to the Transactions that remain outstanding
as of the Closing Date. 
 3. Section 2 of the 2001 Directors Plan shall be amended by adding the following sentence to the
end of Section 2: 
 Effective as of the Closing Date, each NQSO that was granted pursuant to the Plan prior to the
Transactions and remained outstanding as of the Closing Date, will be exercisable for a share of common stock of the Parent, par value $0.50 per share (“Parent Common Stock”) in lieu of a share of common stock of Merck, par value $0.01 per
share. For all purposes of the Plan, effective on the Closing Date, all references to “Merck Common Stock” or “Company’s Common Stock” in the Plan will refer to “Parent Common Stock.” 
 4. The first sentence of Section 11 of the 2001 Directors Plan shall be amended to read: 
 This Plan shall be administered by the Board of Directors of Parent. 
 5. All references in the 2001 Directors Plan to the “Board of Directors” or “Board” shall refer to the Board of
Directors of Parent. 
 6. This amendment is effective as of the Closing Date of the Transactions. 







 MERCK & CO., INC. 
 2001 NON-EMPLOYEE DIRECTORS 
 STOCK OPTION PLAN 

 (Amended April 19, 2002) 
 The 2001 Non-Employee Directors Stock Option Plan (the “Plan”) is established to attract, retain and compensate for service as members of the Board of Directors of Merck & Co., Inc.
(the “Company” or “Merck”) highly qualified individuals who are not current or former employees of the Company and to enable them to increase their ownership in the Company’s Common Stock. The Plan will be beneficial to the
Company and its stockholders since it will allow these Directors to have a greater personal financial stake in the Company through the ownership of Company stock, in addition to underscoring their common interest with stockholders in increasing the
value of the Company stock longer term. 
 1. ELIGIBILITY 
 All members of the Company’s Board of Directors who are not current or former employees of the Company or any of its subsidiaries (“Non-Employee Directors”) shall participate in this Plan.

 2. OPTIONS 
 Only
nonqualified stock options to purchase shares of Merck Common Stock (“NQSOs”) may be granted under this Plan. 
 3. SHARES AVAILABLE

 (a) Number of Shares Available: There is hereby reserved for issuance under this Plan 450,000 shares of Merck Common Stock,
par value $0.01 per share, which may be authorized but unissued shares, treasury shares, or shares purchased on the open market. 
 (b) Recapitalization Adjustment: In the event of a reorganization, recapitalization, stock split, stock dividend, combination of shares, merger, consolidation, rights offering or other similar change in the capital structure or shares of
the Company, adjustments in the number and kind of shares authorized by this Plan, in the number and kind of shares covered by, and in the option price of outstanding NQSOs under, this Plan shall be made if, and in the same manner as, such
adjustments are made to NQSOs issued under the Company’s then current Incentive Stock Plan subject to any required action by the Board of Directors or the stockholders of the Company and compliance with applicable securities laws. 







 4. ANNUAL GRANT OF NONQUALIFIED STOCK OPTIONS 
 Each year on the first Friday following the Company’s Annual Meeting of Stockholders, each individual elected, reelected or continuing
as a Non-Employee Director shall automatically receive an NQSO to purchase 5,000 shares of Merck Common Stock. Notwithstanding the foregoing, if, on that first Friday, the General Counsel of the Company determines, in her/his sole discretion, that
the Company is in possession of material, undisclosed information about the Company, then the annual grant of NQSOs to Non-Employee Directors shall be suspended until the second business day after public dissemination of such information and the
price, exercisability date and option period shall then be determined by reference to such later date. If Merck Common Stock is not traded on the New York Stock Exchange on any date a grant would otherwise be awarded, then the grant shall be made
the next day thereafter that Merck Common Stock is so traded. 
 5. OPTION PRICE 
 The price of the NQSO shall be the average of the high and low prices of Merck Common Stock on the date of the grant as quoted on the New
York Stock Exchange, rounded up or down to the nearest 1/100 of a cent ($0.0001). 
 6. OPTION PERIOD 
 An NQSO granted under this Plan shall become exercisable in three equal installments, at 12:01 a.m. on the first, second and third
anniversaries of the date of grant, and shall expire at 11:59 p.m. on the day before the tenth anniversary thereof (“Option Period”). As used in this Plan, all times shall mean the time for New York, NY. 
 7. PAYMENT 
 The NQSO price and any
required tax withholding shall be paid in cash in U.S. dollars at the time the NQSO is exercised or in such other manner as permitted for option exercises under the Company’s Incentive Stock Plan applicable to employees of Merck and its
affiliates (the “ISP”). If the Compensation and Benefits Committee of the Board of Directors of the Company approves the use of previously owned shares of Common Stock for any portion of the exercise price for NQSOs granted under the ISP,
then that same provision also shall apply to this Plan. The NQSOs shall be exercised through the Company’s broker-assisted stock option exercise program, provided such program is available at the time of the option exercise, or by such other
means as in effect from time to time for the ISP. 
 8. CESSATION OF SERVICE 
 Upon cessation of service as a Non-Employee Director (for reasons other than Retirement or death), only those NQSOs immediately exercisable
at the date of cessation of service shall be exercisable by the grantee. Such NQSOs must be exercised by 11:59 p.m. on the day before the same day of the third month after such cessation of service (but in no event after the expiration of the Option
Period) or they shall be forfeited. For example, if service ends on January 12 and this section applies, the NQSOs would expire no later than 11:59 p.m. on April 11. All other NQSOs shall expire at 11:59 p.m. on the day of such cessation
of service. 







 9. RETIREMENT 
 If a grantee ceases service as a Non-Employee Director and is then at least age 65 with ten or more years of service or age 70 with five or more years of service (such cessation of service is a
“Retirement” and begins on the first day after service ends), then any of his/her outstanding NQSOs shall continue to become exercisable in three equal installments, at 12:01 a.m. on the first, second and third anniversaries of the date of
grant. All outstanding NQSOs must be exercised by the expiration of the Option Period, or such NQSOs shall be forfeited. Notwithstanding the foregoing, if a grantee dies before the NQSOs are forfeited, Section 10 shall control. 
 10. DEATH 
 Upon the death of a
grantee, all unvested NQSOs shall become immediately exercisable. The NQSOs which become exercisable upon the date of death and those NQSOs which were exercisable on the date of death may be exercised by the grantee’s legal representatives or
heirs by the earlier of (i) 11:59 p.m. on the day before the third anniversary of the date of death or (ii) the expiration of the Option Period; if not exercised by the earlier of (i) or (ii), such NQSOs shall be forfeited.
Notwithstanding the foregoing, if local law applicable to a deceased grantee requires a longer or shorter exercise period, these provisions shall comply with that law. 
 11. ADMINISTRATION AND AMENDMENT OF THE PLAN 
 This Plan shall be administered by
the Board of Directors of Merck. The Board may delegate to any person or group, who may further so delegate, the Board’s powers and obligations hereunder as they relate to day-to-day administration of the exercise process. This Plan may be
terminated or amended by the Board of Directors as it deems advisable. However, an amendment revising the price, date of exercisability, option period of, or amount of shares under an NQSO shall not be made more frequently than every six months
unless necessary to comply with applicable laws or regulations. Unless approved by the Company’s stockholders, no adjustments or reduction of the exercise price of any outstanding NQSO shall be made directly or by cancellation of outstanding
NQSOs and the subsequent regranting of NQSOs at a lower price to the same individual. No amendment may revoke or alter in a manner unfavorable to the grantees any NQSOs then outstanding, nor may the Board amend this Plan without stockholder approval
where the absence of such approval would cause the Plan to fail to comply with Rule 16b-3 under the Securities Exchange Act of 1934 (the “Act”), or any other requirement of applicable law or regulation. An NQSO may not be granted under
this Plan after December 31, 2005 but NQSOs granted prior to that date shall continue to become exercisable and may be exercised according to their terms. 







 12. TRANSFERABILITY 
 Except as set forth in this section, the NQSOs granted under this Plan shall not be exercisable during the grantee’s lifetime by anyone other than the grantee, the grantee’s legal guardian or
the grantee’s legal representative, and shall not be transferable other than by will or by the laws of descent and distribution. NQSOs granted under this Plan shall be transferable during a grantee’s lifetime only in accordance with the
following provisions: 
 The grantee may only transfer an NQSO while serving as a Non-Employee Director of the Company or within
one year of ceasing service as a Non-Employee Director due to Retirement as defined in Section 9. The NQSO may be transferred only to the grantee’s spouse, children (including adopted children and stepchildren) and grandchildren
(collectively, “Family Members”), to one or more trusts for the benefit of Family Members or, at the discretion of the Board of Directors, to one or more partnerships where the grantee and his Family Members are the only partners, in
accordance with the rules set forth in this section. The shall not receive any payment or other consideration for such transfer (except that if the transfer is to a partnership, the grantee shall be permitted to receive an interest in the
partnership in consideration for the transfer). 
 Any NQSO transferred in accordance with this section shall continue to be
subject to the same terms and conditions in the hands of the transferee as were applicable to such NQSO prior to the transfer, except that the grantee’s right to transfer such NQSO in accordance with this section shall not apply to the
transferee. However, if the transferee is a natural person, upon the transferee’s death, the NQSO privileges may be exercised by the legal representatives or beneficiaries of the transferee within the exercise periods otherwise applicable to
the NQSO. 
 Any purported transfer of an NQSO under this section shall not be effective unless, prior to such transfer, the
grantee has (1) met the minimum stock ownership target then in place for Directors of the Company, (2) notified the Company of the transferee’s name and address, the number of shares under the Option to be transferred, and the grant
date and exercise price of such shares, and (3) demonstrated, if requested by the Board of Directors, that the proposed transferee qualifies as a permitted transferee under the rules set forth in this section. In addition, the transferee must
sign an agreement that he or she is bound by the rules and regulations of the Plan and by the same insider trading restrictions that apply to the grantee and provide any additional documents requested by the Company in order to effect the transfer.
No transfer shall be effective unless the Company has in effect a registration statement filed under the Securities Act of 1933 covering the securities to be acquired by the transferee upon exercise of the NQSO, or the General Counsel of Merck has
determined that registration of such shares is not necessary. 
 13. COMPLIANCE WITH SEC REGULATIONS 
 It is the Company’s intent that the Plan comply in all respects with Rule 16b-3 of the Act, and any regulations promulgated thereunder.
If any provision of this Plan is later found not to be in compliance with the Rule, the provision shall be deemed null and void. All grants and exercises of NQSOs under this Plan shall be executed in accordance with the requirements of
Section 16 of the Act, as amended, and any regulations promulgated thereunder. 







 14. MISCELLANEOUS 
 Except as provided in this Plan, no Non-Employee Director shall have any claim or right to be granted an NQSO under this Plan. Neither the Plan nor any action thereunder shall be construed as giving any
director any right to be retained in the service of the Company. 
 15. EFFECTIVE DATE 
 This Plan shall be effective April 24, 2001 or such later date as stockholder approval is obtained. 
 16. NO CONSTRAINT ON CORPORATE ACTION 
 Nothing in this Plan shall be construed (i) to limit or impair or otherwise affect the Company’s right or power to make adjustments, reclassifications, reorganizations or changes of its capital or business structure, or to merge
or consolidate, liquidate, sell or transfer all or any part of its business or assets, or (ii) except as provided in Section 11, to limit the right or power of the Company or any subsidiary to take any action which such entity deems to be
necessary or appropriate. 
 17. GOVERNING LAW 
 This Plan, and all agreements hereunder, shall be construed in accordance with and governed by the laws of the State of New Jersey.