exv10w4






Exhibit 10.4




TERMS FOR 2010 RSU QUARTERLY, ANNUAL GRANTS

RESTRICTED STOCK UNIT TERMS

FOR 2010 GRANT

UNDER THE MERCK SHARP & DOHME CORP. 2007 INCENTIVE STOCK PLAN

SCHERING-PLOUGH 2006 STOCK INCENTIVE PLAN



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.




	 	 	 
	Grant Type:

	 	RSU —
	Grant Date:
	 	 
	Vesting Date:
	 	 






Eligibility: Eligibility for grants is determined under the Merck Sharp & Dohme Corp.
2007 Incentive Stock Plan for employees of Merck Sharp & Dohme Corp. and its subsidiaries (“Legacy
Merck Employees”) if designated by the Committee. Eligibility for grants is determined under the
Schering-Plough 2006 Stock Incentive Plan for employees of Schering Corporation and its
subsidiaries (“Legacy Schering Employees”) if designated by the Committee.




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 third anniversary of the Grant Date unless ended earlier under Article II below.



B. Dividend Equivalents. During the Restricted Period, dividend equivalents will be accrued for
the holder (“you”) if and to the extent dividends are paid by the Company on Merck Common Stock.
Payment of such dividends will be made, without interest or earnings, at the end of the Restricted
Period. If any portion of this RSU Award lapses, is forfeited or expires, no dividend equivalents
will be credited or paid on such portion. 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 and the dividend equivalents that accrued on that portion. 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 accrued will accrue 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 (and any accrued dividend
equivalents) will be forfeited on the date your employment ends.



B. Sale. If your employment is terminated during the Restricted Period and the Company determines
that such termination resulted from the sale of your subsidiary, division or joint venture, the
following portion of your RSU Award and accrued dividend equivalents will be distributed to you
at such time as it would have been paid if your employment had continued: one-third if employment
terminates on or after the Grant Date but before the first anniversary thereof; two-thirds if
employment terminates on or after the first anniversary of the Grant Date but before the second
anniversary thereof; and all if employment terminates on or after the second anniversary of the
Grant Date. The remainder will be forfeited on the date your employment ends.



C. Involuntary Termination. If your employment terminates during the Restricted Period and the
Company determines that your employment was involuntarily terminated on or after the first
anniversary of the Grant Date and during the Restricted Period, a pro rata portion (based on the
number of completed months held prior to the date your employment terminated) of your RSU Award and
accrued dividend equivalents will be distributed to you at such time as they would have been paid
if your employment had continued. The remainder will be forfeited on the date your employment
ends. An “involuntary termination” includes termination of your employment by the Company as the
result of a restructuring or job elimination, but excludes non-performance of your duties and the
reasons listed under paragraphs B, or D through G of this section.



D. Retirement. If you terminate employment during the Restricted Period by 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 and any accrued dividend equivalents will be forfeited on the date your employment ends. For
participants in a U.S.-based tax-qualified defined benefit retirement plan, “retirement” means a
termination of employment at a time that qualifies as a disability, early, normal or late





 









 







retirement according to the terms of that plan as in effect from time to time. For other grantees,
“retirement” is determined by the Company.



E. Death. If your employment terminates due to your death during the Restricted Period, all of
this RSU Award and accrued dividend equivalents will be distributed to your estate as soon as
possible after your death.



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



G. Disability. If your employment is terminated during the Restricted Period and the Company
determines that such termination resulted from inability to perform the material duties of your
role by reason of a physical or mental infirmity that is expected to last for at least six months
or to result in your death, whether or not you are eligible for disability benefits from any
applicable disability program, 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 RSU Award.



H. Change in Control. If the Company involuntarily terminates your employment during the
Restricted Period without Cause before the second anniversary of the closing of any change in
control, then this RSU Award will continue 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 RSU Award. If this RSU does not remain outstanding following the change in control
and is not converted into a successor RSU, then you will be entitled to receive cash for this RSU
in an amount equal to the fair market value of the consideration paid to Merck stockholders for a
share of Merck common stock in the change in control payable within 30 days of the closing of the
change in control. On the second anniversary of the closing of the change in control, this
paragraph shall expire. Change in control is defined in the Merck & Co., Inc. Change in Control
Separation Benefits Plan (excluding an MSD Change in Control), but if RSUs are considered “deferred
compensation” under Section 409A of the Internal Revenue Code, the definition of change in control
will be modified to the extent necessary to comply with Section 409A.



I. 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-H
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.



For Legacy Merck Employees this RSU Award is subject to the provisions of the 2007 Incentive Stock
Plan and the Rules and Regulations thereunder. For further information regarding your RSU Award,
you may access the Merck Stock Option homepage at http://humres.merck.com/stockoptions,
which includes links to the Prospectus for the 2007 Incentive Stock Plan and the Company’s Annual
Report and Proxy Statement.



For Legacy Schering Employees, this RSU is subject to the provisions of the 2006 Stock Incentive
Plan. For further information,
https://e-hr.schp.com/S-PeWorld/s-pehr/comp/stockGrant.asp





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