Important Information on the Separation Program



 EXHIBIT 10.33 
 IMPORTANT INFORMATION ON THE SEPARATION PROGRAM 
 APPLICABLE TO LEGACY
SCHERING 
 “REBADGED EMPLOYEES” 
 This Brochure applies to “Legacy Schering Employees” as defined in the Merck & Co., Inc. US Separation Benefits Plan (the “Separation Benefits Plan”) who are “Rebadged
Employees” (as defined in the Separation Benefits Plan) 
 This Brochure does not apply to Legacy Schering Employees who are
“Separated Employees” or “Separated Retirement Eligible Employees” as defined in the brochures applicable to those groups. If you are a Legacy Schering Employee who is a “Separated Employee” or a “Separated
Retirement Eligible Employee,” see the brochure that applies to you. 
 Effective Date: As of January 1, 2012 

  
 LSP Rebadged Employees

 Effective as of January 1, 2012 

Revised as of December 12, 2011 








 TABLE OF CONTENTS 

 

											
	 Brochure Overview
	  	 	3	  
		
	 Separation Program Overview
	  	 	4	  
		
	 Medical (including Prescription Drug) and Dental
	  	 	5	  
		 	Ÿ	 	COBRA—If Your Are Not Retiree Healthcare Eligible or Your Are Retiree Healthcare Bridge Eligible and You Do Not Sign the Separation Letter	  	 	5	  
		 	Ÿ	 	Retiree Medical—If You Are Retiree Healthcare Eligible or under the Separation Program—If You Are Retiree Healthcare Bridge Eligible and You Sign the
Separation Letter	  	 	5	  
		 	Ÿ	 	Merck Retiree Medical Benefits—In General	  	 	6	  
		 	Ÿ	 	Coordination With Medicare	  	 	7	  
		
	 Life Insurance
	  	 	8	  
		 	Ÿ	 	Basic Life, AD&D, Optional Group Life and Dependent Life Insurance	  	 	8	  
		 	Ÿ	 	Retiree Life Insurance	  	 	8	  
		
	 Health and Life Insurance Benefits Overview Chart
	  	 	9	  
		
	 Stock Options, Restricted Stock Units and Performance Stock Units
	  	 	10	  
		 	Ÿ	 	“Involuntarily Terminated” For Purposes of Stock Options, RSUs and PSUs—If You Are Not Pension Retirement Eligible	  	 	10	  
		 		 	Ÿ	 	Stock Options (involuntary termination terms)	  	 	10	  
		 		 	Ÿ	 	DSUs/RSUs (involuntary termination terms)	  	 	10	  
		 		 	Ÿ	 	PSUs (involuntary termination terms)	  	 	11	  
		 	Ÿ	 	“Retired” For Purposes of Stock Options, RSUs and PSUs—If You Are Pension Retirement Eligible	  	 	11	  
		 		 	Ÿ	 	Stock Options (retirement terms)	  	 	12	  
		 		 	Ÿ	 	DSUs/RSUs (retirement terms)	  	 	13	  
		 		 	Ÿ	 	PSUs (retirement terms)	  	 	13	  
		
	 Annual Incentive Program/Executive Incentive Program (“AIP/EIP”)
	  	 	13	  
		 	Ÿ	 	If You Are Not Pension Retirement Eligible And Your Separation Date Occurs Between January 1 and June 30	  	 	14	  
		 	Ÿ	 	Separation Program—If You Are Not Pension Retirement Eligible and Your Separation Date Occurs On or After July 1 And On Or Before December 31 Or
You Are Pension Retirement Eligible And, In Either Case You Sign the Separation Letter	  	 	15	  
		 	Ÿ	 	If You Are Pension Retirement Eligible And You Do Not Sign the Separation Letter	  	 	15	  


  
 LSP Rebadged Employees

 Effective as of January 1, 2012 

Revised as of December 12, 2011 

1 









					
	 Other Benefits and Programs
	  	 	16	  
	 •      Business Travel Accident
	  	 	16	  
	 •      Dependent Care Flexible Spending Account
	  	 	16	  
	 •      Group Auto & Homeowners Insurance
	  	 	16	  
	 •      Group Legal Plan
	  	 	16	  
	 •      Health and Insurance Benefits
	  	 	16	  
	 •      Health Care Flexible Spending Account
	  	 	17	  
	 •      Long Term Care
	  	 	17	  
	 •      Long Term Disability
	  	 	17	  
	 •      Merck Deferral Program
	  	 	18	  
	 •      Pension
	  	 	18	  
	 •      Schering-Plough Corporation Retirement Plan
	  	 	18	  
	 •      BEP and SERP
	  	 	19	  
	 •      Retirement Account Plan for the Organon BioSciences U.S. Affiliates
(“RAP”)
	  	 	19	  
	 •      Sales Incentive Plan
	  	 	20	  
	 •      Savings Plan
	  	 	20	  
	 •      401(k) Savings Plan and Savings Advantage Plan
	  	 	20	  
	 •      Retirement Savings Plan for the Organon BioSciences US Affiliates (the “RSP 401(k)
Savings Plan”)
	  	 	21	  
	 •      Shining Performance Program
	  	 	22	  
	 •      Short Term Disability
	  	 	22	  
	 •      Vacation Pay/Floating Holidays
	  	 	23	  
	 •      Vision
	  	 	23	  
		
	 Other Important Information
	  	 	24	  
		
	 Glossary of Definitions
	  	 	25	  

 Note: Capitalized Terms used in this Brochure are generally defined in the Glossary of Definitions. 

  
 LSP Rebadged Employees

 Effective as of January 1, 2012 

Revised as of December 12, 2011 

2 








 Brochure Overview 
 This Brochure summarizes the benefits for which a “Legacy Schering Employee” who is a “Rebadged Employee” (as such terms are defined in the Separation Benefits Plan) may be eligible
under Merck’s Separation Program and other employee benefit plans and programs of Merck & Co., Inc. and its subsidiaries. Unless otherwise noted, it is not an official plan document. The terms and conditions of Merck’s employee
benefit plans and programs applicable on an employee’s termination of employment from the Employer are as described in the official plan documents, including applicable summary plan descriptions (“SPDs”) and applicable summaries of
material modification, in each case previously provided to you or provided to you with this Brochure, as such plans and programs (and the applicable SPDs) may be amended from time to time. A copy of the applicable SPDs and applicable summaries of
material modification can be obtained on line at http://one.merck.com/sites/sa/en-us/Pages/USMerckSummaryPlanDescriptions.aspx or by calling the Merck Benefits Service Center at Fidelity at 800-666-3725. Unless otherwise noted below, to the extent
the information in this Brochure differs from the official plan documents, the official plan documents will control. 
 Rebadged Employees are
only those employees who are designated by the Employer or the Parent as “Rebadged Employees.” Benefits described in this Brochure only apply to Legacy Schering Employees who are Rebadged Employees and do not apply to any other employees
of Merck or its subsidiaries or affiliates, including the Employer. 
 If you have been designated as a Rebadged Employee, the Employer or
Parent will provide you with the Separation Letter. In order to receive the benefits under the Separation Program for which a release of claims is required, you must sign and return the Separation Letter by the date stated in the letter (the
“Separation Letter Return Date”). 
 You are considered to have signed the Separation Letter if you sign and return the Separation
Letter by the Separation Letter Return Date and, if a revocation period is applicable to you, do not revoke the Separation Letter within the revocation period. You are considered to have not signed the Separation Letter if you either (i) do not
sign and return the Separation Letter by the Separation Letter Return Date, or (ii) sign and return the Separation Letter by the Separation Letter Return Date and, if a revocation period is applicable to you, revoke the Separation Letter within
the revocation period. 

  
 LSP Rebadged Employees

 Effective as of January 1, 2012 

Revised as of December 12, 2011 

3 








 Separation Program Overview 
 All benefits under the Separation Program applicable to Rebadged Employees are contingent upon the Rebadged Employee signing the Separation Letter unless otherwise indicated below. They consist of:

  

	 	•	 	 Separation Pay (under the terms of the Separation Benefits Plan applicable to a Rebadged Employee) 



 

	 	•	 	 Eligibility for a special payment in lieu of an AIP/EIP bonus for the performance year in which his or her Separation Date occurs



  

	 	•	 	 If he or she is Pension Retirement Eligible; or 


  

	 	•	 	 If he or she is not Pension Retirement Eligible and his or her Separation Date occurs on or after July 1 and on or before December 31 of that
performance year 


  

	 	•	 	 Eligibility for retiree medical at subsidized rates for those who are Retiree Healthcare Bridge Eligible on their Separation Date



  

	 	•	 	 For purposes of unexercised stock options and restricted stock units and performance stock units 



 

	 	•	 	 Treatment as a retiree for those who are Pension Retirement Eligible on their Separation Date (signing the Separation Letter not required)



  

	 	•	 	 Treatment under the involuntary termination terms (signing the Separation Letter not required) 



Separation Pay benefits are described in the Separation Plan SPD distributed with this Brochure. 

This Brochure describes: 
  

	 	•	 	 the benefits offered under the Separation Program that are not described in the Separation Plan SPD; 



 

	 	•	 	 the benefits for those Rebadged Employees who do not sign, or, if a revocation period is applicable to them, who sign and later revoke, the Separation
Letter; and 


  

	 	•	 	 the terms and conditions of certain Merck benefit plans and programs as they apply to Rebadged Employees without regard to whether they sign the
Separation Letter. 



  
 LSP Rebadged Employees

 Effective as of January 1, 2012 

Revised as of December 12, 2011 

4 








 Medical (including Prescription Drug) and Dental 

COBRA—If You Are Not Retiree Healthcare Eligible or You Are Retiree Healthcare Bridge Eligible And You Do Not Sign the Separation Letter

 If you are not Retiree Healthcare Eligible or you are Retiree Healthcare Bridge Eligible and you don’t sign the Separation Letter,
your medical and dental coverage options in effect on your Separation Date will continue under Merck’s medical and dental plans (as they may be amended from time to time) until the end of the month in which your Separation Date occur. At the
end of that period, you will be eligible to elect to continue your coverage in accordance with COBRA for up to 18 months starting from the first day of the month coincident with or following your Separation Date just like any other employee whose
employment ends. If you have no medical and/or dental coverage under Merck’s plans on your Separation Date, you will not be eligible to elect such coverage under COBRA. 
 Retiree Medical—If You Are Retiree Healthcare Eligible or Under the Separation Program—If You Are Retiree Healthcare Bridge Eligible And You Sign the Separation Letter 

If you are Retiree Healthcare Eligible or you are Retiree Healthcare Bridge Eligible and you sign the Separation Letter your retiree medical benefits will
begin on the first day of the month coincident with or following your Separation Date (the “Retiree Healthcare Commencement Date”). 

Retiree medical eligibility provided under the Separation Program for those who are Retiree Healthcare Bridge Eligible is subject to the same forfeiture
provision described in the Separation Plan SPD. The forfeiture provision will apply for the period during which Separation Pay would have been paid had it been paid in installments in accordance with the Employer’s normal payroll practice. If
the forfeiture provision applies during that period and you are Retiree Healthcare Bridge Eligible and not also Retiree Healthcare Access Eligible, you will be permanently ineligible for retiree medical benefits. If the forfeiture provision applies
during that period and you are both Retiree Healthcare Bridge Eligible and Retiree Healthcare Access Eligible, you will be permanently ineligible for retiree medical benefits at subsidized rates but you will be eligible for retiree medical at access
rates. 
 Official Plan Document. To the extent this section describes eligibility for retiree healthcare for those who are Retiree
Healthcare Bridge Eligible, it constitutes a summary of material modification to the medical and dental sections of the Merck SPD for Legacy Schering Retirees and should be kept with that document. 

  
 LSP Rebadged Employees

 Effective as of January 1, 2012 

Revised as of December 12, 2011 

5 








 Merck Retiree Medical Benefits—in General 

This section only applies to you if you are Retiree Healthcare Eligible or you are Retiree Healthcare Bridge Eligible and you sign the Separation Letter.

 You will be automatically enrolled in retiree medical coverage as of your Retiree Healthcare Commencement Date. If you do not have medical
coverage on the day before your Retiree Healthcare Commencement Date, you will be enrolled in the no coverage retiree medical option. If you have medical coverage on the day before your Retiree Healthcare Commencement Date, you will be enrolled in
the Aetna PPO Choice medical option. Coverage under your retiree medical coverage will also automatically continue for your eligible dependents who were enrolled under the plan on the day before your Retiree Healthcare Commencement Date provided
they are eligible for coverage. 
 You are permitted to add eligible dependents or drop covered dependents and/or change available medical
coverage options retroactive to your Retiree Healthcare Commencement Date only if you notify the Merck Benefits Service Center of such change(s) within 30 days after your Retiree Healthcare Commencement Date. Thereafter, any permitted changes will
only be made prospectively during annual enrollment (for coverage effective the following January 1) or mid-year if you experience a life event and you notify the Merck Benefits Service Center within 30 days of the event. 

You can “opt-out” of retiree coverage at any time, but note that your ability to re-enroll for coverage is generally limited to annual open
enrollment (with the following January 1 as the re-enrollment effective date); mid-year enrollment is available only if you have a life event that permits a change in coverage and you contact the Merck Benefits Service Center to re-enroll in
Merck retiree coverage within 30 days of the date of the life event. 
 You are eligible for retiree medical at subsidized rates if you
are 
  

	 	•	 	 Retiree Healthcare Bridge Eligible and you sign the Separation Letter; or 



 

	 	•	 	 Retiree Healthcare Subsidy Eligible. 


 You are eligible for retiree medical at access only rates if you are 
  

	 	•	 	 Retiree Healthcare Access Eligible and Retiree Healthcare Bridge Eligible and you do not sign the Separation Letter; or 



 

	 	•	 	 Retiree Healthcare Access Eligible. 


 You must pay the applicable contributions for retiree medical coverage beginning on your Retiree Healthcare Commencement Date. In general, if you are receiving a pension annuity, your contributions for
retiree medical will automatically be deducted from your monthly pension check unless you elect otherwise. If you do not want your contributions for retiree medical deducted from your pension annuity, you have the option to receive an monthly
invoice 

  
 LSP Rebadged Employees

 Effective as of January 1, 2012 

Revised as of December 12, 2011 

6 








 
from the Merck Benefits Service Center and to pay that invoice directly to the Merck Benefits Service Center or to sign up for automatic payment from your bank account by contacting the Merck
Benefits Service Center at 800-666-3725. 
 If you are not receiving a monthly pension annuity or you have requested a monthly invoice as
described above, you will receive an invoice from the Merck Benefits Service Center that indicates the contribution due for your retiree coverage. If you fail to pay the contribution required for retiree medical coverage in the time and manner
specified on the invoice, you will be deemed to have opted out of coverage and your ability to re-enroll is limited as described above. You may want to consider enrolling in the automatic payment option available through the Merck Benefits Service
Center. Contact the Merck Benefits Service Center at 800-666-3725 for additional information. 
 You cannot be covered as an active employee for
medical through COBRA and as a retiree (even under the no coverage option) for Merck medical coverage during the same period; provided, however, that you may be covered through COBRA at full COBRA rates for dental coverage even if during that period
that you are also covered as a retiree for Merck medical coverage. 
 Coordination with Medicare 

An individual is generally eligible for Medicare if he or she is at least age 65 or has been entitled to Social Security disability benefits for at least
24 months. If you or your dependents are eligible for Medicare on your Separation Date or become eligible for Medicare during the period for which you are covered under COBRA or if eligible as a retiree, the Merck medical plan under which you are
covered will coordinate with Medicare. That means that Medicare will be primary and the Merck medical plan will be secondary. You or your dependents, as applicable, must enroll in Medicare immediately when first eligible for Medicare. When
coordinating with Medicare, the Merck medical plans assume that you and your dependents are covered by Medicare as of the first date you or your dependents, as applicable, are eligible to be covered under Medicare—whether or not the individual
is actually covered. If you and your dependents do not enroll in Medicare when first eligible you will experience a gap in coverage and you may be obligated to pay a late enrollment penalty to Medicare for Medicare when you first enroll. For
information on eligibility for and enrollment in Medicare visit your local Social Security Administration office or contact the Social Security Administration online at www.ssa.gov or by phone at 800-772-1213. 

  
 LSP Rebadged Employees

 Effective as of January 1, 2012 

Revised as of December 12, 2011 

7 








 Life Insurance 
 Basic Life, AD&D, Optional Group Life and Dependent Life Insurance 
 Whether or not you
sign the Separation Letter, your accidental death and dismemberment coverage will end as of your Separation Date and your basic life insurance, optional group term life insurance and dependent life insurance will continue for 31 days after your
Separation Date. During this 31-day period you may elect to convert your basic life insurance and/or convert or port your optional group term life and/or dependent life coverage to an individual policy with Prudential, subject to certain
limitations. Contact the Merck Benefits Service Center (800-666-3725) or Prudential (877-370-4778) for more information. 
 Retiree Life
Insurance 
 If you are a Legacy Schering Employee (and not a Legacy OBS Employee) who was employed by a Legacy Schering Entity on
January 1, 1995 and was at least age 55 on that date, you may be eligible for retiree life insurance at no cost to you if you have at least 10 years of Benefit Service on your Separation Date. If you are a Legacy OBS Employee who was employed
by a Legacy Schering Entity on December 31, 2008 and were at least age 55 on that date, you may be eligible for retiree life insurance at no cost to you if you have at least 10 years of Benefit Service on your Separation Date. If you are
eligible for retiree life insurance, that coverage will begin on the first of the month coincident with or following your Separation Date. You do not need to enroll. If eligible, you will be covered automatically. For more information, refer to the
Merck SPD for Legacy Schering Retirees or call the Merck Benefits Service Center at 800-666-3725. 
 You cannot be covered as an active employee
for Merck life insurance and as a retiree for Merck life insurance coverage during the same period. 

  
 LSP Rebadged Employees

 Effective as of January 1, 2012 

Revised as of December 12, 2011 

8 








 Health and Life Insurance Benefits Overview Chart 

The chart below is provided for your convenience to compare the medical and dental benefits offered to Rebadged Employees under the Separation Program to
the normal plan provisions. It assumes you are eligible for medical and dental continuation under COBRA, that you sign the Separation Letter and that you timely pay the required contributions to continue coverage. 

 

					
	  	  	 Regular Plan Provisions
	  	 Separation Program

	Medical (including Prescription Drug) and Dental	  	Benefits continue to the end of the month in which your Separation Date occurs; eligible for COBRA afterward for up to 18 months at full COBRA rate	  	 Benefits continue to the end of the month in which your Separation Date occurs.

 
 Thereafter

 
 Medical:

 
 If not Retiree Healthcare Eligible or Retiree Healthcare Bridge Eligible—
eligible for COBRA for up to 18 months at full COBRA rate.
  
 If
Retiree Healthcare Eligible or Retiree Healthcare Bridge Eligible—begin participation in retiree medical w/applicable retiree contributions.
  

•      If Retiree Healthcare Subsidy Eligible or Retiree Healthcare Bridge
Eligible, pay subsidized retiree rates.
  
 •      If Retiree Healthcare Access Eligible, pay access retiree rates.
  

Dental: Eligible for COBRA for up to 18 months at full COBRA rate.

		
	Basic Life Insurance, Optional Employee Group Term Life and Dependent Life	  	 Coverage continues for 31 days after Separation Date.

 
 You may be eligible to convert basic life insurance or convert or port optional
life and/or dependent life insurance to an individual policy with Prudential during the 31-day period.

			
	AD&D	  	No coverage	  	


  
 LSP Rebadged Employees

 Effective as of January 1, 2012 

Revised as of December 12, 2011 

9 








 Stock Options, Restricted Stock Units and Performance Stock Units 

Only employees may receive incentives under Merck’s incentive stock plans, including stock options, restricted stock units (“RSUs”) or
performance stock units (“PSUs”); therefore, you will not be eligible to receive any grants after your Separation Date. 

“Involuntarily Terminated” for Purposes of Stock Options, RSUs and PSUs—If You Are Not Pension Retirement Eligible 

Under Merck’s incentive stock plans, stock options, Deferred Stock Units (“DSUs”), RSUs and PSUs held by a U.S. employee whose employment
ends are treated under the provisions of the grants applicable to retirement only if the employee is considered a retiree under the Retirement Plan. If you are not Pension Retirement Eligible, you are not considered a retiree under the Retirement
Plan. Therefore, the involuntary termination provisions (not the retirement provisions) applicable to stock options, DSUs, RSUs and PSUs will apply to any outstanding incentives that you hold on your Separation Date. Provisions may differ based on
the grants. IT IS YOUR RESPONSIBILITY TO FAMILIARIZE YOURSELF WITH THE TERMS OF INDIVIDUAL GRANTS. 
 Stock Options (involuntary
termination terms) 
 Generally, for outstanding annual and quarterly stock option grants made prior to 2010 or in 2010 and thereafter the
involuntary termination terms are: 
 Options that are unvested on your Separation Date will expire on your Separation Date.
Options that are exercisable on your Separation Date will expire on the day before the first anniversary of your Separation Date (or their original expiration date, if earlier). 
 Key R&D stock option grants, and other stock option grants may have different terms. See the term sheets applicable to such stock option grants. 

If on your Separation Date your then outstanding stock options are treated under the involuntary termination terms as described above and you are
rehired, stock options that are unexercised and outstanding on your rehire date will continue to be treated as described above. 
 DSUs/RSUs
(involuntary termination terms) 
 Under the involuntary termination terms for DSUs granted before 1/1/2010, a pro rata portion of your DSU
grant generally will vest and become distributable to you (together with any applicable accrued dividend equivalents) at the same time as 

  
 LSP Rebadged Employees

 Effective as of January 1, 2012 

Revised as of December 12, 2011 

10 








 
if your employment had continued; the remainder of the grant will expire on your Separation Date. 
 Different terms may apply to DSUs that were not granted as part of the annual DSU grants. See the term sheets applicable to DSUs granted to you, if any. 

For each annual and quarterly RSU grant made on or after January 1, 2010, under the involuntary termination terms if your Separation Date occurs

  

	 	•	 	 On or after the first anniversary of the RSU grant date, a pro rata portion of your RSU grant generally will vest and become distributable to you
(together with any applicable accrued dividend equivalents) at the same time as if your employment had continued; the remainder of the grant will expire on your Separation Date; or 



 

	 	•	 	 before the first anniversary of the RSU grant date, the entire grant (together with any applicable accrued dividend equivalents) will expire on your
Separation Date. 


 See the term sheets applicable to RSUs granted to you, if any. 

PSUs (involuntary termination terms) 

PSUs granted January 1, 2009 vested or lapsed effective December 31, 2011. Payment, if any, will be made to you in accordance with the terms of
the grant. See the term sheets applicable to PSUs granted to you, if any. 
 For each PSU granted on or after January 1, 2010, under the
involuntary termination terms if your Separation Date occurs 
  

	 	•	 	 on or after the first anniversary of the PSU grant date, a pro rata portion of your PSU grant generally will vest and become distributable to you at
the same time as if your employment had continued and based on actual performance; the remainder of the grant will expire on your Separation Date; or 


  

	 	•	 	 before the first anniversary of the PSU grant date, the entire grant will expire on your Separation Date. 



See the term sheets applicable to PSUs granted to you, if any. 
 If you have any question about your stock options, restricted stock units or performance stock units, you can call The Support Center at 866-MERCK-HD (866-637-2543). 

“Retired” for Purposes of Stock Options, RSUs and PSUs—If You Are Pension Retirement Eligible 

Under Merck’s incentive stock plans, stock options, RSUs and PSUs held by a U.S. employee whose employment ends are treated under the provisions of
the grants applicable to retirement only if the employee is considered a retiree under 

  
 LSP Rebadged Employees

 Effective as of January 1, 2012 

Revised as of December 12, 2011 

11 








 
the Retirement Plan. If you are Pension Retirement Eligible you are considered a retiree under the Retirement Plan. Therefore, the retirement provisions (not the involuntary termination
provisions) applicable to stock options, Deferred Stock Units (“DSUs”), RSUs and PSUs will apply to any outstanding incentive you hold on your Separation Date. The retirement provisions may differ based on the grants. IT IS YOUR
RESPONSIBILITY TO FAMILIARIZE YOURSELF WITH THE TERMS OF INDIVIDUAL GRANTS. 
 Stock Options (retirement terms) 

Generally, for outstanding annual and quarterly stock option grants made prior to 2010, the retirement provisions are: 

 

	 	•	 	 Options unvested as of your Separation Date that were granted at least one year prior to your Separation Date will continue to vest and become
exercisable as if your employment had continued and remain exercisable until the earlier of (i) five years after your Separation Date and (ii) the original expiration date. 



 

	 	•	 	 Options vested as of your Separation Date will remain exercisable until the earlier of (i) five years after your Separation Date and (ii) the
original expiration date. 


 Generally, for outstanding annual and quarterly stock option grants made in 2010 and thereafter,
the retirement provisions are: 
  

	 	•	 	 Unvested Options: 


  

	 	•	 	 If your Separation Date occurs before the 6-month anniversary of the option grant date, the options expire on your Separation Date; or



  

	 	•	 	 If your Separation Date occurs on or after the 6-month anniversary of the option grant date, unvested options will become exercisable on their original
vesting date and remain exercisable until they expire on the day before the fifth anniversary of the grant date (or their original expiration date, if earlier). 



 

	 	•	 	 Vested Options: Options that are vested on your Separation Date will be exercisable until they expire on the day before the fifth anniversary of the
grant date (or their original expiration date, if earlier). 


 Key R&D stock option grants, and other stock option grants
may have different terms. See the term sheets applicable to such stock option grants. 
 If you are treated as retired, and later rehired, stock
options that are unexercised and outstanding on your rehire date will continue under the retirement terms. 

  
 LSP Rebadged Employees

 Effective as of January 1, 2012 

Revised as of December 12, 2011 

12 








 DSUs/RSUs (retirement terms) 
 Under the retirement provisions for DSUs granted in 2009, DSUs will become distributable (together with any applicable accrued dividend equivalents) as if your employment with the Employer had continued.

 Under the retirement provisions for RSUs granted in 2010 and thereafter, any annual grants of restricted stock units that were granted at
least 6 months prior to your Separation Date, if any, generally will vest and become distributable (together with any applicable accrued dividend equivalents for grants made in 2010 and thereafter) as if your employment with the Employer had
continued. RSUs granted within 6 months of your Separation Date will be forfeited (together with any applicable accrued dividend equivalents for grants made in 2010 and thereafter). See the term sheets applicable to RSUs granted to you, if any.

 PSUs (retirement terms) 

Under the retirement provisions for PSUs granted in 2009, PSUs will become distributable (together with any applicable accrued dividend equivalents) as if
your employment with the Employer had continued. 
 Under the retirement provisions for PSUs granted in 2010 and thereafter, a pro rata portion
of any annual grant of performance share units that were granted to you at least 6 months prior to your Separation Date will be payable if at all when the distribution with respect to the applicable performance year is made to active employees; the
remainder of the grant will expire on your Separation Date. Performance share units, if any, granted to you within 6 months of your Separation Date will lapse on your Separation Date. See the term sheets applicable to PSUs granted to you, if any.

 If you have any question about your stock options, RSUs or PSUs, call the Support Center at 866-MERCK-HD (866-637-2543). 

Annual Incentive Program/Executive Incentive Program (“AIP/EIP”)— 
 As described in more detail below, payment of bonuses, or a special payment in lieu of a bonus, depends on when your Separation Date occurs during a performance year and for a special payment in lieu of a
bonus, whether or not you sign the Separation Letter. 
  

	 	•	 	 For the performance year prior to Separation Date: Provided you are in a class of employees eligible for an AIP/EIP and your employment
ends between January 1 and the time AIP/EIP bonuses are paid for that year to other employees, you will be eligible for an actual AIP/EIP bonus with respect to the performance year immediately preceding your Separation Date on the same terms
and conditions as those that apply to other employees. That bonus, if any, will be paid at the time AIP/EIP bonuses  



  
 LSP Rebadged Employees

 Effective as of January 1, 2012 

Revised as of December 12, 2011 

13 









	 	 
are paid for that year to other employees (not later than March 15) or will be deferred in accordance with your applicable deferral election for that performance year. Eligibility for
consideration for your prior performance year AIP/EIP bonus is not contingent upon your signing the Separation Letter. 


  

	 	•	 	 For the performance year in which Separation Date occurs: 



 

	 	•	 	 If you are not Pension Retirement Eligible: If you are not Pension Retirement Eligible and your Separation Date occurs between January 1
and June 30, inclusive, no AIP/EIP or special payment in lieu of a bonus with respect to the performance year in which your Separation Date occurs is payable to you. If your Separation Date is on or after July 1 and on or before
December 31 and you sign the Separation Letter, a special payment in lieu of a bonus is payable to you under this program with respect to the performance year in which your Separation Date occurs. See below. 



 

	 	•	 	 If you are Pension Retirement Eligible: If you are Pension Retirement Eligible and you do not sign the Separation Letter, a pro-rated actual
AIP/EIP bonus with respect to the performance year in which your Separation Date occurs may be paid to you at the time AIP/EIP bonuses are paid for that performance year to other employees. If you are Pension Retirement Eligible and you sign the
Separation Letter, a special payment in lieu of an actual AIP/EIP bonus for the performance year in which your Separation Date occurs is payable under this program. See below. 



 

	 	•	 	 For executives who are listed in the Summary Compensation Table for the most recent proxy materials issued by Merck in connection with the annual
meeting of shareholders, the amount of payment in lieu of EIP award, if any, will be guided by the principles contained in this section, but Merck retains complete discretion to pay more, or less, than those amounts. 



 

	 	•	 	 The Employer reserves the right to treat the payment of AIP/EIP bonuses and/or the special payments in lieu of AIP/EIP bonuses as supplemental wages
subject to flat-rate withholding (that is, not taking into account any exemptions). 


  

	 	•	 	 No 401(k) deductions are made from any special payment in lieu of an AIP/EIP. 



If You Are Not Pension Retirement Eligible And Your Separation Date Occurs Between January 1 and June 30 

If you are not Pension Retirement Eligible and your Separation Date occurs on or after January 1 and on or before June 30, you will not be
eligible for consideration for an actual AIP/EIP bonus or the special payment in lieu of bonus payment described below for the performance year in which your Separation Date occurs whether or not you sign the Separation Letter. 

  
 LSP Rebadged Employees

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 Separation Program—If You Are Not Pension Retirement Eligible and Your Separation Date Occurs On or
After July 1 And On Or Before December 31 or You Are Pension Retirement Eligible And, In Either Case You Sign the Separation Letter 
 If you are not Pension Retirement Eligible and your Separation Date occurs on or after July 1 and on or before December 31 or if you are Pension Retirement Eligible, a special payment in lieu of
an AIP/EIP with respect to the performance year in which your Separation Date occurs may be paid only if you sign (and, if a revocation period is applicable to you, do not revoke) the Separation Letter. The special payment, if any, will be
calculated based on the target bonus applicable to you under the AIP/EIP on your Separation Date (subject to the following sentence) with respect to the current performance year and the number of full and partial months you worked in the current
performance year and is subject to downward adjustment by Merck in its sole discretion based on a variety of factors, including but not limited to your documented poor in the current performance year. If your Separation Date occurs on or after the
effective date of your assigned band, pathway and level under the new Compensation and Career Framework communication but before January 1, 2013, your target bonus will be the greater of the target applicable to your assigned position in the
Compensation and Career Framework job structure on your Separation Date or your band/tier level immediately preceding the conversion to the new structure. If you receive a special payment in lieu of an AIP/EIP bonus, it will be paid to you (less
applicable withholding) as soon as administratively feasible following your Separation Date (but not later than March 15 of the year following your Separation Date) and Merck’s receipt of your signed Separation Letter. However, if you
elected to defer all or a part of your AIP/EIP bonus, that election will apply to payments made in lieu of AIP/EIP bonus. 
 If You Are
Pension Retirement Eligible and You Do Not Sign the Separation Letter 
 If you are Pension Retirement Eligible and you do not sign the
Separation Letter, you will be eligible for consideration for an AIP/EIP bonus with respect to the performance year in which your Separation Date occurs on the same terms and conditions as other employees of the Employer who retired during the
performance year. Provided you are in a class of employees eligible for an AIP/EIP, your AIP/EIP bonus, if any, will be paid to you at the same time AIP/EIP bonuses are paid to other employees or will be deferred in accordance with your applicable
deferral election for that AIP/EIP performance year, as applicable. 

  
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 * * * 
 OTHER BENEFITS AND PROGRAMS 
 The following describes the terms and conditions of certain
Merck benefit plans and programs as they apply to employees whose employment with the Employer terminates for any reason. For additional information, see the applicable SPDs and applicable summaries of material modification. 

Business Travel Accident 
 Your coverage
under the Business Travel Accident Insurance Plan ends on your Separation Date. 
 Dependent Care Flexible Spending Account 

Your participation in the Dependent Care Flexible Spending Account ends on your Separation Date. Eligible expenses incurred throughout
the calendar year in which your Separation Date occurs (even after employment with the Employer ends) can be reimbursed but only up to the amount actually contributed to the account. Claims for those expenses must be submitted to Horizon Blue Cross
Blue Shield by April 15th of the year following the
year in which your Separation Date occurs. Amounts remaining in the account after all eligible expenses have been paid will be forfeited. 

Group Auto & Homeowners Insurance 
 If you participate in the MetLife Group Auto & Homeowners Insurance on your Separation Date, your payroll deduction (and the applicable discount) will end on that date and you will be moved to
direct bill with MetLife. If you have any questions, please contact MetLife at 800-438-6388. 
 Group Legal Plan 

If you participate in the Group Legal Plan on your Separation Date, your coverage will end on that date. You may continue coverage on an individual basis
for 30 months after your Separation Date. If you elect to continue coverage, you must pre-pay for the coverage for 30 months. Contact Hyatt Legal for details at 800-821-6400. 
 Health and Insurance Benefits 
 Merck’s health and insurance benefits consist of the
following Merck plans and programs: medical (including prescription drug), dental, vision, health care and dependent care flexible spending accounts, life insurance (including basic and optional term life, dependent term life and accidental death
and dismemberment), 

  
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long term care and long term disability. Your participation in these plans ends as described elsewhere in this communication. However, a full month of contribution/premium for your coverage under
these plans in effect on your Separation Date may be deducted from your paycheck for the month in which your Separation Date occurs. 

Health Care Flexible Spending Account 

Your participation in the Health Care Flexible Spending Account (“HCFSA”) ends on your Separation Date, unless you elect to continue to
participate in accordance with COBRA for the remainder of the calendar year in which your Separation Date occurs. If you elect to continue participation in HCFSA under COBRA, you must make your required contributions on an after-tax basis. Eligible
expenses incurred while you participate in HCFSA during the calendar year in which your Separation Date occurs can be reimbursed up to your entire elected amount. Claims incurred after your participation in HCFSA ends cannot be reimbursed, no matter
how much money is left in the account. Claims for expenses incurred during the calendar year in which your Separation Date occurs and while you are a participant in HCFSA must be submitted to Horizon Blue Cross Blue Shield by April 15 of the
year following the year in which your Separation Date occurs. Amounts remaining in the account after all eligible expenses have been paid will be forfeited. 
 Long Term Care 
 If you elected coverage under Merck’s Long Term Care Plan for you (or
your spouse or same-sex domestic partner), that coverage will end on your Separation Date. However, you may continue coverage without interruption by contacting CNA (the insurer) and paying your first quarterly premium to CNA within 31 days after
the last day of the month in which your Separation Date occurs. For more information (and to request the necessary forms) contact CNA directly at 800-528-4582. 
 Long Term Disability 
 Your participation in the Long Term Disability Plan (“LTD
Plan”) will end on the last day of the month in which your Separation Date occurs. In other words, you must have satisfied the 26-week LTD Plan eligibility period by the end of the month that includes your Separation Date to be eligible for LTD
Plan benefits. If you are disabled and receiving income replacement benefits under the LTD Plan on your Separation Date, those benefits will continue in accordance with the terms of the LTD Plan. However, Separation Pay paid by the Employer under
the Separation Benefits Plan will be offset from benefits payable under the LTD Plan (meaning the LTD Plan benefits will be reduced by Separation Pay). 

  
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 Merck Deferral Program 
 Generally, the Merck Deferral Program first became available to certain eligible Legacy Schering Employees beginning January 1, 2010. If you have an account balance in the Merck & Co., Inc.
Deferral Program, your termination of employment will commence distribution of your account in accordance with your previously elected schedule, subject to applicable plan terms. For example, account balances less than $125,000 are distributed
without giving effect to the participant’s election, while distributions to certain of Merck’s most highly paid employees on account of termination of employment cannot be made for six months from the termination date. 

If you elected to defer all or part of your EIP/AIP distribution and receive a payment in lieu thereof as a result of your separation, your deferral
election to the Merck Deferral Program will apply to your payment in lieu of EIP/AIP. 
 Pension 

Schering-Plough Corporation Retirement Plan 
 The Schering-Plough Corporation Retirement Plan is a traditional defined benefit pension plan designed to provide an annuity payment each month during retirement. 

You are entitled to a benefit from the Retirement Plan if you do not participate in the Retirement Savings Plan for the Organon BioSciences U.S.
Affiliates and either 
  

	 	•	 	 you have five years of vesting service* with a Legacy Schering Entity on your Separation Date; or 



 

	 	•	 	 you are at least age 65. 


  

	*	Due to the number of terminations since the merger of Merck and Schering-Plough, by law special vesting rules apply. If you are involuntarily terminated, other than for
“Misconduct” (as defined in the Retirement Plan) between November 4, 2009 and December 31, 2012, you will be immediately vested. 

 You will receive a letter from the Retirement Center approximately three to six months following your Separation Date if you are a vested participant in the Retirement Plan. The letter explains your
rights under the plan, the dollar amount of your vested benefit and your options for initiating benefits under the plan. You will need to notify the Retirement Center at 866-201-2858 at least 30 days prior to the date you wish to commence your
benefit. 
 If the present value of your Retirement Plan benefit is more than $5,000, your retirement benefit will be payable at your Separation
Date or your normal retirement age (age 65) whichever is later. However, you may be eligible to 

  
 LSP Rebadged Employees

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receive your retirement benefit as an early retirement benefit as early as age 55 (which may be reduced in accordance with the terms of the Retirement Plan) to reflect the longer period of time
benefits are paid, or you may defer receipt of your benefit until age 65. Retirement benefits generally are paid as a monthly benefit for life, but optional forms of payments are available. 

If the present value of your accrued retirement benefit is $5,000 or less, the Retirement Center will send you information and
lump-sum payment election forms three to six months following your Separation Date. You will have 90 days from the date your election forms are mailed to return the forms. If the forms are not returned within 90 days, you will receive a lump-sum
payment if your benefit is less than $1,000 or, if your benefit is between $1,000 and $5,000, your payment will be rolled over into an Individual Retirement Account (IRA) at Fidelity. The lump-sum payment can be rolled over into an IRA or another
eligible qualified retirement plan that accepts rollovers. The lump-sum payment may be subject to federal, state and local income taxes, and if taken prior to age 59
 1/2, may be subject to an early withdrawal penalty
if not rolled over. Please consult your tax advisor if you are going to receive a distribution under the Retirement Plan. 
 BEP and
SERP 
 You may also be entitled to a pension benefit from the Benefit Equalization Plan (BEP) and Supplemental Executive Retirement Plan
(SERP), if eligible. You will receive information from the Retirement Center shortly after your Separation Date, which will outline the value of your benefits and instructions you must take in order to commence your benefit. 

If you are a SERP participant and have a distribution election on file to have your SERP/BEP payment transferred to the Savings Advantage Plan
(“SAP”) and distributed to you in annual installments, the transfer will take place as soon as administratively practicable following your Separation Date. Your annual installment payments will generally begin on April 1 following the
year you terminate employment. 
 If you are considered to be a “specified employee” under IRC Section 409A, your BEP or SERP/BEP
payment and/or annual installments from the SAP will be delayed for a period of six months following termination of employment. 
 Retirement
Account Plan for the Organon BioSciences U.S. Affiliates (“RAP”) 
 You are entitled to a benefit from the Retirement Account Plan
for the Organon BioSciences U.S. Affiliates if you were a participant in the Akzo Nobel Retirement Plan on January 1, 1998. If eligible, you will receive a letter from the Retirement Center approximately three to six months following your
Separation Date. The 

  
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letter explains your rights under the plan, the dollar amount of your vested benefit and your options for initiating benefits under the plan. 

Payments not Compensation for Retirement Plans. Separation Pay is not compensation for purposes of the Retirement Plan, BEP, SERP or RAP. A bonus
or the special payment, if any, in lieu of an AIP/EIP bonus paid after your Separation Date is also not compensation for purposes of these plans. 
 Sales Incentive Plan 
 If you are a participant in a sales incentive plan of Merck or its
subsidiaries, including the Employer, on your Separation Date, your eligibility to be paid a bonus, if any, will be determined under the terms and conditions of the plan in which you are a participant. 

Savings Plan 
 401(k) Savings Plan and
Savings Advantage Plan 
 If you are a participant in the Schering-Plough Employees’ Savings Plan (the “401(k) Savings Plan”)
and Savings Advantage Plan (“SAP” and collectively with the 401(k) Savings Plan, the “Savings Plans”), information about your Savings Plans’ accounts will be sent from Fidelity, the Savings Plans’ administrator,
approximately two to three weeks following your Separation Date. Please review the information carefully. If you do not receive the information, call Fidelity at 800-666-3725. 
 401(k) Savings Plan 
 If the value of your 401(k) Savings Plan account is less than $1,000
upon your Separation Date, you automatically will receive a distribution of your account balance under the plan as soon as practicable following your Separation Date. If your account balance is between $1,000 and $5,000 upon your Separation Date,
and you do not elect a lump sum distribution or a rollover within 45 days of your Separation Date, your account will be rolled over into an Individual Retirement Account (IRA) at Fidelity. 

If the value of your account is more than $5,000, you may take a distribution of your account balance or defer the funds in the plan
until April 1 of the calendar year following the year in which you reach age 70 1/2. Distribution options include a lump-sum payment or installment payments over a period not longer than the combined life expectancy of you and your beneficiary. You also may choose to roll over your
account balance into an eligible retirement plan that accepts rollovers or an IRA. 
 Your distribution may be
subject to federal, state and local income taxes and if taken prior to age 59 1/2, a possible early withdrawal penalty if not rolled over. 

  
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Because you are over age 55 on your Separation Date, the early withdrawal penalty may not apply to you. Please consult your tax advisor if you are going to receive a distribution under the 401(k)
Savings Plan. 
 If you have an outstanding 401(k) Savings Plan loan balance as of your Separation Date, you will have 60 days to repay the
balance. If the loan is not repaid within 60 days, the outstanding loan balance will be considered in default and will be treated as a partial distribution subject to taxation and a possible 10% early withdrawal penalty. Please consult your tax
advisor. 
 Savings Advantage Plan (SAP) 
 If eligible for the SAP, upon termination of employment, you will receive your distribution based on your elections on file. If eligible, you can check your SAP account balance or your current
distribution election by contacting Fidelity at 800-666-3725. If you are considered to be a “specified employee” under IRC Section 409A, and you have elected to receive distribution of your account upon termination of employment, your
distribution will be delayed for a period of six months following termination of employment. 
 Retirement Savings Plan for the Organon
BioSciences US Affiliates (the “RSP 401k Savings Plan”) 
 If eligible for the RSP 401k Savings Plan, information about your
account will be sent by Fidelity, the RSP 401k Savings Plan administrator, approximately two to three weeks following your Separation Date, If you do not receive the information, call Fidelity at 800-835-5095. 

Generally, in order to be vested in the Company Contribution portion of your RSP 401(k) Savings Plan account, you need three years of vesting service.
However, due to the number of terminations since the merger of Merck and Schering-Plough, by law special vesting rules apply. If you are involuntarily terminated, other than for “Misconduct” (as defined in the RSP 401(k) Savings Plan)
between November 4, 2009 and December 31, 2012, you will be immediately vested in the Company Contribution portion of your account. You are always 100% vested in your contributions and any matching contributions. 

If the value of your RSP 401(k) Savings Plan account is less than $1,000 upon your Separation Date, you will automatically receive a lump sum
distribution. However, you will first receive information from Fidelity giving you the option to elect wither a rollover distribution or a lump sum payment. If you do not make a timely election Fidelity will then process your lump sum distribution.

 If the value of your account is more than $1,000, you may take a distribution of your account balance or defer the funds
in the plan until April 1 of the calendar year following the year in which you reach age 70 1/2. You also may choose to 

  
 LSP Rebadged Employees

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roll over your account balance into an eligible retirement plan that accepts rollovers or an IRA. 
 Your distribution may be subject to federal, state and local income taxes and if taken prior to age
59 1/2, a possible early withdrawal penalty if not
rolled over. Because you are over age 55 on your Separation Date, the early withdrawal penalty may not apply to you. Please consult your tax advisor if you are going to receive a distribution under the RSP 401(k) Savings Plan. 

If you have an outstanding RSP 401(k) Savings Plan loan balance as of your Separation Date, you will have until the end of the calendar quarter following
the calendar quarter in which your Separation Date occurs to repay the balance. If the loan is not repaid in this time period, the outstanding loan balance will be considered in default and will be treated as a partial distribution subject to
taxation and a possible 10% early withdrawal penalty. Please consult your tax advisor. 
 Payments not Compensation for Savings Plans.
Any Separation Pay you receive under the Separation Benefits Plan may not be contributed to the Savings Plans or the RSP 410(k) Savings Plan and is not considered eligible compensation for Company Contribution purposes. A bonus or the special
payment, if any, in lieu of an AIP/EIP bonus paid after your Separation Date is also not compensation for purposes of these plans. 
 Shining
Performance Program 
 You have up to 90 days following your Separation Date to redeem any points earned under the Shining Performance
Program. You can call Maritz customer service at 800-237-4047 to redeem your points. 
 Short Term Disability 

Subject to applicable state law, your participation in the Short Term Disability Plan (“STD Plan”) ends on your Separation Date. If you are
disabled and are receiving income replacement benefits under the STD Plan on your Separation Date, those benefits will continue in accordance with the terms of the plan. However, subject to state law, Separation Pay paid by the Employer under the
Separation Benefits Plan will act as an offset from benefits payable under the STD Plan (meaning the STD Plan benefits will be reduced by the Separation Pay). Where state law does not permit such offsets to be made to STD Plan benefits (or where the
Employer in its sole and absolute discretion determines it is easier for the Employer to administer), STD Plan benefits will instead act as an offset from Separation Pay paid (or payable) by the Employer under the Separation Benefits Plan (meaning
Separation Pay will be reduced by the STD Plan benefits). The amount of the offset will be established by the Employer and 

  
 LSP Rebadged Employees

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will be a good faith estimate of the STD Plan benefits payable to the employee after the employee’s Separation Date. 
 Vacation Pay/Floating Holidays 
 If you accept the Negotiated Job Offer (as defined in the
Separation Benefits Plan) and the outsource vendor agrees to honor the vacation you have accrued but not used as of your Separation Date, you will not be paid for your accrued unused vacation, unless otherwise required by state law. If you do not
accept the Negotiated Job Offer or the outsource vendor does not agree to honor the vacation you have accrued but not used as of your Separation Date, you will be paid for any amount of vacation that you have accrued but not used as of your
Separation Date. Conversely, you must reimburse the Employer for any vacation you used prior to your Separation Date that you had not earned as of your Separation Date. Any such amounts to be reimbursed may be deducted from any Separation Pay paid
pursuant to the Separation Benefits Plan. You will not be paid for unused vacation days carried over from the calendar year prior to your Separation Date or for floating holidays that are unused as of your Separation Date, unless payment is required
under state law. 
 Vision 

Coverage under the Vision Plan ends on the last day of the month in which your Separation Date occurs. You will be given the opportunity to continue this
benefit in accordance with COBRA for up to 18 months from your Separation Date by paying the required premiums. 

  
 LSP Rebadged Employees

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 * * * 
 Other Important Information 
 Parent (or its applicable subsidiary) retains the right (to
the extent permitted by law) to amend or terminate the Separation Benefits Plan and any other benefit or plan described in this brochure (or otherwise) at any time and nothing in this Brochure in any way limits that right. However, following a
“change in control” of Merck (as defined in the Merck & Co., Inc. Change in Control Separation Benefits Plan, as it may be amended from time to time), certain limitations apply to the ability of Parent (or its applicable
subsidiary) to amend or terminate its benefit plans. 
 Notwithstanding anything in the Separation Program to the contrary, benefits
under the Separation Program that are subject to Section 409A of the Internal Revenue Code of 1986, as amended, will be adjusted to avoid the excise tax under Section 409A. Parent or Employer will take any and all steps it determines are
necessary, in its sole and absolute discretion, to adjust benefits under the Separation Program to avoid the excise tax under Section 409A, including but not limited to, reducing or eliminating benefits, changing the time or form of payment of
benefits, etc. 
 Payments made on account of separation from service are limited during the six months following the termination of
employment of a “Specified Employee” as defined in Treas. Reg. Sec. 1.409A-1(i) or any successor thereto, which in general includes the top 50 employees of a company ranked by compensation. Notwithstanding anything contained in the
Separation Program to the contrary, if a Covered Employee is a “Specified Employee” on his or her Separation Date, to the extent required by Section 409A of the Internal Revenue Code of 1986, as amended, no payments will be made
during the six-month period following termination of employment. Instead, amounts that would otherwise have been paid during that six-month period will be accumulated and paid, without interest, as soon as administratively feasible following the end
of such six-month period after termination of employment. 

  
 LSP Rebadged Employees

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 Glossary of Definitions 
 As used in this document, the following terms have the following meanings. 
 “Benefit
Service” is (i) for Legacy Schering Employees who are not Legacy OBS Employees as defined in the Retirement Plan and (ii) for Legacy OBS Employees as defined in the RSP 401(k) Savings Plan. 

“Employer” means individually and collectively, each direct and indirect wholly owned subsidiary of Merck & Co., Inc. excluding each
Legacy Merck Entity (as defined in the Separation Benefits Plan) and Inspire Pharmaceuticals, Inc. 
 “Legacy OBS Employee” means a
Legacy Schering Employee who is a participant in the RSP 401(k) Savings Plan. 
 “Legacy Schering Employee” is as defined in the
Separation Benefits Plan. 
 “Parent” means Merck & Co., Inc. 
 “Pension Retirement Eligible” means that as of your Separation Date you are a Legacy Schering Employee and as of that date you are at least age 55 with at least 5 years of Benefit Service or you
are at least age 65. 
 “Rebadged Employee” is as defined in the Separation Benefits Plan. 

“Retiree Healthcare Bridge Eligible” means that as of your Separation Date you are a Legacy Schering Employee who is a Rebadged Employee who is
not Retiree Healthcare Subsidy Eligible and (i) if your Separation Date occurs in 2012 you are at least age 49 with at least 9 years of Benefit Service on your Separation Date, or (ii) if your Separation Date occurs in 2013 you are at
least age 50 with at least 10 years of Benefit Service as of December 31 of the year in which your Separation Date occurs, or (iii) if your Separation Date occurs in 2014 you are at least age 51 with at least 10 years of Benefit Service as
of December 31 of the year in which your Separation Date occurs, or (iv) if your Separation Date occurs in 2015 or thereafter you are at least age 52 with at least 10 years of Benefit Service as of December 31 of the year in which
your Separation Date occurs. 
 “Retiree Healthcare Commencement Date” means the date your retiree healthcare benefits begin as
described in this Brochure. 
 “Retiree Healthcare Eligible” means collectively Retiree Healthcare Access Eligible and Retiree
Healthcare Subsidy Eligible. 
 “Retiree Healthcare Access Eligible” means that as of your Separation Date you are a Legacy Schering
Employee who is at least age 55 and has at least 5 but 

  
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less than 10 years of Benefit Service. A Separated Retirement Eligible Employee who is Retiree Healthcare Access Eligible on his/her Separation Date is eligible for retiree medical coverage at
access rates. 
 “Retiree Healthcare Subsidy Eligible” means that as of your Separation Date you are a Legacy Schering Employee who is
at least age 55 and you have at least 10 years of Benefit Service. A Separated Retirement Eligible Employee who is Retiree Healthcare Subsidy Eligible on his/her Separation Date is eligible for retiree medical coverage at subsidized rates.

 “Retirement Plan” means the Retirement Plan for Salaried Employees of MSD 
 “RSP 401(k) Savings Plan” means the Retirement Savings Plan for the Organon BioSciences US Affiliates. 
 “Separation Benefits Plan” means the Merck & Co., Inc. US Separation Benefits Plan. 
 “Separation Date” means a Rebadged Employee’s last day of employment with the Employer. 
 “Separation Letter” means the letter provided by Parent or the employer that that includes a “Release of Claims” (as defined in the Separation Benefits Plan). 

“Separation Letter Return Date” is the date stated in the Separation Letter (or as extended by the Employer at its sole discretion) by which
Rebadged Employees must sign and return it to Parent or Employer. 
 “Separation Pay” is as defined in the Separation Benefits Plan
and applicable to Rebadged Employees. 
 “Separation Plan SPD” means the SPD for the Merck & Co., Inc. US Separation Benefits
Plan. 
 “Separation Program” means the (i) Separation Pay applicable to Rebadged Employees under the Separation Benefits Plan,
(ii) provisions described in this Brochure applicable to (A) eligibility for retiree medical benefits at subsidized rates for those who are Retiree Healthcare Bridge Eligible, (B) treatment under Merck’s options, RSUs and PSUs
(i) as retired for those who are Pension Retirement Eligible, and (ii) as involuntarily terminated, and (C) payment in lieu of AIP/EIP. A signed Separation Letter is not required for the benefits described in clause ((B). 

“SPDs” means summary plan descriptions of various employee benefit plans sponsored by Merck & Co., Inc. or one of its wholly owned
subsidiaries. 

  
 LSP Rebadged Employees

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