EX-10.23






Exhibit 10.3




RESTRICTED STOCK UNIT TERMS

FOR ANNUAL GRANT

UNDER THE MERCK & CO., INC. 2007 INCENTIVE STOCK PLAN









These Restricted Stock Unit Terms apply to the 2009 Annual Restricted Stock Unit 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 Restricted Stock Unit (RSU) Award specified on
this document. Different terms may apply to any prior or future RSU Awards.



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”).



I. GENERAL INFORMATION




A. Restricted Period. The Restricted Period is the period during which this RSU Award is
restricted and subject to forfeiture. The Restricted Period begins on the Grant Date and ends on
the earlier of (a) the third anniversary of the Grant Date and (b) a Change in Control, as such
term is defined Change in Control Separation Benefits Plan. If RSUs are considered “deferred
compensation” subject to the American Jobs Creation Act of 2004 (the “AJCA”), the definition of
Change in Control will be modified to the extent necessary to comply with the AJCA.



B. Dividend Equivalents. During the Restricted Period, dividend equivalents will be paid to the
holder (“you”) around the same time dividends, if any, are paid by the Company on Merck Common
Stock. Any payment of dividend equivalents will be reduced to the extent necessary for the Company
to satisfy any tax or other withholding obligations. No voting rights apply to this RSU Award.



C. Distribution. Upon the expiration of the Restricted Period if you are then employed, you will
be entitled to receive a number of shares of Merck common stock equal to the number of RSUs that
have become unrestricted. Prior to distribution, you must deliver to the Company an amount the
Company determines to be sufficient to satisfy any amount required to be withheld, including
applicable taxes. The Company may, in its sole discretion, withhold from the RSU Award
distribution a number of shares to pay applicable withholding (including taxes).



D. 409A Compliance. Anything to the contrary notwithstanding, no distribution of RSUs may be made
unless in compliance with Section 409A of the Internal Revenue Code or any successor thereto.
Specifically, distributions made due to a separation from service (as defined in Section 409A) to a
“Specified Employee” as defined in Treas. Reg. Sec. 1.409A-1(i) or any successor thereto, to the
extent required by Section 409A of the Code will not be made until administratively feasible
following the first day of the sixth month following the separation from service, in the same form
as they would have been made had this restriction not applied; provided further, that dividend
equivalents that otherwise would have been paid will be paid during the period during which
distribution is suspended.



II. TERMINATION OF EMPLOYMENT




If your employment with the Company is terminated during the Restricted Period, your right to this
RSU Award will be determined according to the terms in this Section II.



A. General Rule. If your employment is terminated during the Restricted Period for any reason
other than those specified in the following paragraphs, this RSU Award will be forfeited on the
date your employment ends.



B. Separation. If your employment is terminated during the Restricted Period and the Company
determines that such termination resulted from the elimination of your job or the sale of your
subsidiary, division or joint venture, a pro rata portion (based on the number of completed months
held prior to the Separation date) will be distributed to you at such time as it would have been
paid if your employment had continued. The remainder will be forfeited on the date your employment
ends.



C. Retirement. If you terminate employment during the Restricted Period by retirement (including
early and disability retirement) (“Retirement”) on or after the same day of the sixth month after
the Grant Date, then this RSU Award will continue and be distributable in accordance with its terms
as if employment had continued and will be distributed at the time active RSU Grantees receive
distributions with respect to this Restricted Period. If your Retirement occurs before the same
day of the sixth month after the Grant Date, then this RSU Award will be forfeited on the date your
employment ends.



D. Death. If you die during the Restricted Period, a pro rata portion of this RSU Award (based on
the number of completed months held) will be distributed to your estate as soon as possible after
your death.



E. Misconduct. If your employment is terminated as a result of your deliberate, willful or gross
misconduct, this RSU Award will be forfeited immediately upon your receipt of notice of such
termination.



F. Joint Venture. Employment with a joint venture or other entity in which the Company has a
significant business or ownership interest is not considered termination of employment for purposes
of this RSU Award. Such employment must be approved by, and contiguous with employment by, the
Company, as described more fully in the Rules and Regulations. The terms set out in paragraphs A-E
above apply to this RSU Award while you are employed by the joint venture or other entity.



III. TRANSFERABILITY




This RSU Award is not transferable and may not be assigned or otherwise transferred.



This RSU Award is subject to the provisions of the 2007 Incentive Stock Plan and the Rules and
Regulations thereunder.