EX-10.4






Exhibit 10.4




PERFORMANCE SHARE UNIT TERMS

FOR ANNUAL GRANT

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




I. GENERAL. Except as otherwise indicated in this schedule, the terms of Performance Shares Units
(“PSUs”) granted under this Schedule are the same as those described in the Rules and Regulations.
Except as defined below, defined terms under this Schedule are the same as under the Rules and
Regulations.



These Performance Share Unit (PSU) Terms apply to the 2007 Annual PSU Grant. They may be amended
by the Merck Compensation and Benefits Committee of the Board of Directors as permitted by the ISP.



II. ELIGIBILITY. Each Eligible Employee who also is a Grade 1 or 2 employee on the Grant Date is
eligible to receive Performance Shares if the Committee in its sole and non-reviewable discretion
designates him or her to receive a Performance Share Award (“Performance Award Grantee”).




	III.	 	PSUs





A. Definitions: For the purpose of this Schedule:




“Award Period” shall mean three years, with the first Award Period commencing on January 1,
2007 and ending December 31, 2009. The next Award Period also shall be three years,
commencing January 1, 2008.




“Final Award Percentage” for each Award Period shall mean the percentage of Target described
in paragraph C of this Article.




“Grant Date” shall mean the date a Performance Share Award is granted, and shall not be
later than 90 days after the beginning of an Award Period with respect to that Award Period.




“Leading Healthcare Peers” shall mean the group of healthcare companies used by the Board of
Directors in evaluating the Company’s annual performance for that year.




“Leading Healthcare Peers Earnings Per Share” for a Year shall mean the change in Earnings
Per Share for each Leading Healthcare Peer from the prior year using the same method
applicable to the Board’s evaluation of the Company’s annual performance; provided, however,
that the calculation shall be as of the most reasonably practicable date prior to the date
on which the Earnings Per Share is calculated.




“Performance Award Grantee” shall mean an Eligible Employee who receives a Performance Share
Award.




“Performance Share Award” shall mean an award of Performance Shares as described in this
Schedule.




“Performance Measure” shall mean the change in the Company’s Earnings Per Share for a Year
and each Leading Healthcare Peers Earnings Per Share for the same Year to the extent data
for the same Year is available.




“Performance Share” shall mean a phantom share of Common Stock. Until distributed pursuant
to paragraph F of this Article, Performance Shares shall not entitle the holder to any of
the rights of a holder of Common Stock; provided, however, that the Committee retains the
right to make adjustments in the case of a corporate restructuring as described in Section 6
of the ISP.




“Target Shares” shall mean the number of Performance Shares that will be distributable if
the Performance Measures are achieved at the 6th of 12 Final Ranks as described
in paragraph C of this Article.




“Year” means calendar year.



B. Establishment of Targets




The Committee, in its sole and non-reviewable discretion, shall determine the Target Shares
for each Performance Share Award for each Performance Award Grantee.



Performance Share Unit Terms (2007)

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C. Determination of Performance Share Awards




The Committee expects that there will be 11 Leading Healthcare Peers for each Award Period.




For each Year, the Performance Measure shall be calculated for the Company and each Leading
Healthcare Peer. Each Leading Healthcare Peer and the Company shall then be assigned a rank
(“Rank”) from 1 to 12, highest to lowest Performance Measure, as appropriate.




After the end of the Award Period, the Ranks of each Leading Healthcare Peer and the Company
for all Years within the Award Period shall be averaged, and the averages shall then be
ranked (the “Final Rank”) from 1 (the highest rank) to 12 (the lowest rank), as appropriate.




The Final Award Percentage shall be the following percentage of Target Shares based on the
Company’s Final Rank for an Award Period.



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1

	 	 	2	 	 	 	3	 	 	 	4	 	 	 	5	 	 	 	6	 	 	 	7	 	 	 	8	 	 	 	9	 	 	 	10	 	 	 	11	 	 	 	12	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	200%

	 	 	180	%	 	 	160	%	 	 	140	%	 	 	120	%	 	 	100	%	 	 	80	%	 	 	60	%	 	 	40	%	 	 	0	%	 	 	0	%	 	 	0	%
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 







If at any time the number of Leading Healthcare Peers is not 11, the Committee intends to
adjust the above schedule appropriately to retain a similar range of Performance Share Award
opportunities with a maximum Final Award Percentage of 200% and a minimum of 0%. The
Committee also intends that, in case of multiple changes in the Leading Healthcare Peer
group during an Award Period, replacement companies shall be substituted based on the
substitutes’ market capitalization relative to the other Leading Healthcare Peer group.



D. Dividends




Dividends shall not be paid, accrued or accumulated on Performance Shares during the Award
Period.



E. Termination of Employment




1. General Rule – Upon the termination of the employment of a Performance Award Grantee for
any reason other than those specified in paragraphs E.2. through E.6. of this Article
(including but not limited to voluntary or involuntary resignation, or failure or refusal to
accept relocation or reassignment within the Company or employment with a JV), any Final
Award shall be distributed to the Performance Award Grantee with respect to any Award Period
that was completed prior to the employment termination. All other Performance Share Awards
shall expire and be forfeited in their entirety at the end of the last day of employment.
Failure to satisfy each and every condition described in paragraphs E.2. through E.6. (in
the Committee’s determination) shall render a Performance Share Award subject to this
paragraph E.1. upon termination of employment.




2. Separation – If a Performance Award Grantee’s employment is terminated at an employer’s
initiative (as determined by the Company or JV in its sole discretion) due to lack of work
because, for example, the Company eliminates the Performance Award Grantee’s job or divests
itself of a business resulting in his/her loss of employment with the Company, then the
Performance Award Grantee shall be considered “Separated.” In case of Separated Performance
Award Grantees, with respect to any Award Period completed prior to the employment
termination, the Final Award shall be distributed at the time active Performance Award
Grantees receive such distributions. With respect to any other Performance Share Award, the
Final Award shall be multiplied by a fraction, the numerator of which is the number of
completed months in the Award Period during which the Performance Award Grantee was employed
by the Company or JV, and the denominator of which is 36. Such pro rata amount shall be
distributed at the time active Performance Award Grantees receive such distributions with
respect to that Award Period.




3. Retirement – Upon a Performance Award Grantee’s retirement (including early and
disability retirement): PSUs granted less than 6 months prior to such retirement date shall
expire and be forfeited in their entirety at the end of the last day of employment.
Performance Share Awards granted at least 6 months prior to such retirement date shall be
distributable on a pro rata basis at the time active Performance Award Grantees receive such
distributions with respect to that Award Period. The pro rata portion shall be determined
by multiplying the Final Award by a fraction, the numerator of which is the number of
completed months in the Award Period during which the Performance Award Grantee was employed
by the Company or JV, and the denominator of which is 36.



Performance Share Unit Terms (2007)

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4. Death – Upon a Performance Award Grantee’s death, any Final Award shall be distributed to
the Performance Award Grantee with respect to any Award Period that was completed prior to
the Performance Award Grantee’s death. All other Performance Share Awards shall assume a
Target Shares payout and be multiplied by a fraction, the numerator of which is the number
of completed months in the Award Period during which the Performance Award Grantee was
alive, and the denominator of which is 36. Such amount shall be distributed as soon as
administratively practicable following the date of death.




5. Gross Misconduct – If the employment of a Performance Award Grantee is terminated for
deliberate, willful or gross misconduct, all Performance Share Awards, including but not
limited to those for which the Award Period has ended, shall immediately be forfeited.




6. Joint Venture Service. For the purposes of this Article, notwithstanding a Performance
Award Grantee’s termination of employment with the Company, if he or she assumes and retains
a position in a JV in accordance with this paragraph, employment with the JV will be treated
as if it were employment with the Company. To qualify for this paragraph, (i) a Performance
Award Grantee must transfer employment directly from the Company to the JV without an
intervening break in employment, (ii) the Performance Award Grantee’s transfer to the JV
must be made with the input and approval of his/her senior management and a representative
of the Company’s Corporate Human Resources department and (iii) the Company’s Corporate
Human Resources representative and a similar representative from the JV must agree that the
transfer meets the business needs of the Company and the JV.




Where a Performance Award Grantee transfers employment from a JV to the Company, employment
will be treated as if it continued with the JV if (i) the Performance Award Grantee
transfers employment directly from the JV to the Company without an intervening break in
employment, and (ii) the Company’s Corporate Human Resources representative and a similar
representative from the JV agree that the transfer meets the business needs of the Company
and the JV.




This paragraph does not apply to a transfer of employment to the JV’s parent or other
affiliate unless that entity is within the Company’s controlled group of entities.




F. Distribution of Performance Shares




1. General Rule. Following the end of an Award Period, each Performance Award Grantee shall
be entitled to receive a number of shares of Common stock equal to the Target Shares times
the Final Award Percentage, rounded down to the nearest whole number (no fractional shares
shall be issued). Such distribution shall be made as soon as administratively feasible, but
in no event later than the end of the calendar year in which the Final Award Percentage is
determined. Prior to distribution, the Performance Award Grantee shall deliver to the
Company an amount the Company determines sufficient to satisfy any amount required to be
withheld, including applicable taxes. The Committee in its discretion may permit
Performance Award Grantee to elect to direct the Company to withhold any applicable taxes
directly from a Performance Share Award before it is denominated in actual shares of Common
Stock. Moreover, the Committee may permit the Performance Award Grantee to defer the value
of a Performance Share Award into the Merck & Co., Inc. Deferral Program (the “Deferral
Program”) or such other Company-sponsored deferral program; provided, however, the Committee
intends that any such deferral shall for so long as it remains within the Deferral Program
be limited to investment denominated as Common Stock and ultimately distributed as such. An
election to defer a Performance Share Award into the Deferral Program shall be made in
accordance with rules applicable to the Deferral Program.




2. Death. In the case of distribution on account of a Performance Award Grantee’s death,
the portion of the Performance Share Award distributable shall be distributed to the
Performance Award Grantee’s estate. Prior to distribution, the Company shall receive from
the Performance Award Grantee’s representative or estate an amount, if any, the Company
determines sufficient to satisfy any amount required to be withheld, include applicable
taxes. The Committee in its discretion may provide that the Company will withhold any
applicable taxes directly from a Performance Award before it is denominated in actual shares
of Common Stock.



Performance Share Unit Terms (2007)

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G. Transferability




Prior to distribution pursuant to paragraph F. of this Article, Performance Share Awards
shall not be transferable, assignable or alienable except by will or the laws of descent or
distribution following a Performance Award Grantee’s death.



IV. Administrative Powers




In addition to the Committee’s powers set forth in the ISP and the Rules and Regulations,
anything in this Schedule to the contrary notwithstanding, with respect to any Performance
Share Award not intended to constitute “performance-based compensation” under Section 162(m)
of the Code, the Committee may revise the terms of any Performance Share Award not yet
granted or granted but prior to the end of an Award Period if unforeseen events occur and
which, in the judgment of the Committee, make the application of original terms of this
Schedule or the Performance Share Award unfair and contrary to the intentions of this
Schedule unless a revision is made.



V. Clawback Policy for PSUs Upon Significant Restatement of Financial Results




A. PSUs Subject to Clawback. PSUs, and any proceeds therefrom, are subject to the
Company’s right to reclaim their benefits in the event of a significant restatement of
financial results for any Award Period, pursuant to the process described below.




1. The Audit Committee of the Board will review the issues and circumstances that
resulted in a restatement of financial results to determine if the restatement was
significant and make an initial determination of the cause of the restatement—that is
whether the restatement was caused, in whole or in part, by Executive Fault (as those
terms are defined below); and




2. The Compensation and Benefits Committee of the Board will (a) review the bonus
compensation received by each current and former Executive with respect to the Award
Period which occurred during the restatement period and determine whether all or a
portion of such bonus was determined based on the achievement of erroneous financial
results; and (b) recalculate the Company’s results for any Award Period with respect
to PSUs that included an Award Period which occurred during the restatement period;
and (c) if it is determine that such restatement was caused in whole or in part by
the Executive’s Fault, the Compensation and Benefits Committee will seek
reimbursement from the Executive of that portion of the payout of the PSU that the
Executive received within 18 months of the restatement based on the erroneous
financial results.




B. “Executive” means executive officers for the purposes of the Securities Exchange Act of
1934, as amended.




C. “Fault” means fraud or willful misconduct. “Willful misconduct” is generally viewed as
dereliction of a duty or unlawful or improper behavior committed voluntarily and
intentionally; something more than negligence. If the Audit Committee determines that
Fault may have been a factor causing the restatement, the Audit Committee will appoint an
independent investigator whose determination shall be final and binding.




D. Exclusions from Clawback. This Article does not apply to restatements that the Audit
Committee determines (1) are required or permitted under generally accepted accounting
principles (“GAAP”) in connection with the adoption or implementation of a new accounting
standard or (2) are caused due to the Company’s decision to change its accounting practice
as permitted under GAAP.