EX-10.10






Exhibit 10.10




MERCK & CO., INC.




SPECIAL SEPARATION PROGRAM




FOR




“SEPARATED” EMPLOYEES





Eligible Employees: Employees of Merck & Co., Inc. who are not subject to a collective
bargaining agreement and:




(1) who experience a Separation From Service (as defined in the Separation Benefits Plan) on or
between January 1, 2009 through December 31, 2011; and




(2) who, as of their Separation Date are




	 	•	 	Less than age 49; or
	 
	 	•	 	At least age 49 but not yet age 64 with less than 9 years of Credited
Service





Effective Date: As of January 1, 2009




 









 




This document summarizes the benefits for which a “Separated Employee” may be eligible under the
Special Separation Program and other Merck employee benefit plans and programs. Unless otherwise
noted below, the terms and conditions of Merck’s employee benefit plans and programs applicable on
an employee’s termination of employment from Merck are as described in the applicable sections of
the current Merck Benefits Book (and applicable summaries of material modification) previously
provided to you or provided to you with this Brochure, as such plans and programs (and the
applicable sections of the Merck Benefits Book) may be amended from time to time. (A copy of the
applicable sections of the Merck Benefits Book (and applicable summaries of material modification)
can be obtained on line at http://humres.merck.com/benefit/about_benefits_book.html or
www.merck.com/benefits or by calling the Merck Benefits Service Center at 1-800-666-3725).
However, to the extent that the terms below differ from those described in the applicable sections
of the current Merck Benefits Book (and applicable summaries of material modification), this
communication constitutes a summary of material modifications and should be kept with that book.



“Separated Employees” are certain nonunionized Merck & Co., Inc. employees





(1) who experience a Separation From Service (as that term is defined in the Separation
Benefits Plan) on or between January 1, 2009 through December 31, 2011; and




(2) who, as of their Separation Date, is:




	 	•	 	Less than age 49 or
	 
	 	•	 	At least age 49 but not yet age 64 with less than nine years of Credited
Service




Separated Employees are only those employees who are designated by Merck as “Separated Employees.”
“Separated Employees” do not include employees who terminate employment in any way that does not
constitute a Separation From Service as determined by Merck, including employees who resign for any
reason. Benefits described in this Brochure only apply to Separated Employees and do not apply to
any other Merck employees.



If you have been designated as a Separated Employee, the Company will provide you with a separation
letter (the “Separation Letter”) that will describe the Special Separation Program benefits for
which you are eligible and include a release of legal claims against the Company, and may also
include other terms, such as non-solicitation and non-competition provisions, as the Company in its
sole discretion decides to include. In order to receive the benefits under the Special Separation
Program, you must sign and return the Separation Letter by the date stated in the letter (the
“Separation Letter Return Date”) and, if a revocation period is applicable to you, not revoke the
letter within the revocation period.




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Special Separation Program



All benefits under this Special Separation Program are contingent upon the Separated Employee
signing (and, if a revocation period is applicable, not revoking) the Separation Letter. They
consist of:





	 	•	 	Separation Pay
	 
	 	•	 	Outplacement Services
	 
	 	•	 	Eligibility for continued medical, dental and life insurance benefits
	 
	 	•	 	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 his or her Separation Date occurs after June
30 and on or before December 31 of that performance year
	 
	 	•	 	Eligibility for extended use of the day care center




Separation Pay, Outplacement Benefits and continued medical, dental and life insurance benefits are
described in the Separation Plan SPD distributed with this Brochure.



This Brochure describes the following:





	 	•	 	the eligibility for extended use of the day care center, if applicable, under the
Special Separation Program in exchange for signing and not revoking the Separation Letter;
	 
	 	•	 	the benefits for those Separated Employees who do not sign, or who sign and, if a
revocation period is applicable to them, later revoke, the Separation Letter; and
	 
	 	•	 	the terms and conditions of certain Merck benefit plans and programs as they apply to
any separated employee without regard to whether they sign the Separation Letter.





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Medical (including Prescription Drug) and Dental



Medical (including Prescription Drug) and Dental — If You Do Not Sign the Separation Letter



If you do not sign the Separation Letter (or if a revocation period is applicable to you, you
revoke 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 following the calendar month in which your Separation Date
occurred. 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 from your Separation Date. If you have no medical and/or
dental coverage under Merck’s medical and dental plans on your Separation Date, you will not have
medical and/or dental coverage, as applicable, after your Separation Date nor will you be eligible
to elect such coverage under COBRA.




Special Separation Program — Medical (including Prescription Drug) and Dental — If You Sign the
Separation Letter



Under the Special Separation Program, if you sign the Separation Letter (and if a revocation period
is applicable to you, do not revoke the Separation Letter), you will be eligible to continue
medical and dental coverage under Merck’s plans (as they may be amended from time to time) for the
Separation Pay Period as more fully described in the Separation Plan SPD. If the Separation Pay
Period is less than six months, you may continue medical and dental coverage for six months. Your
contributions to continue such coverage will be the same as the contributions for active employees,
as they may change from time to time and will be payable to Merck (or its designee) in the time and
manner specified by Merck from time to time. If you do not pay the required contributions to Merck
(or its designee) in the time and manner specified by Merck from time to time, your coverage will
be terminated and it will not be reinstated. Provided you have paid the required contributions to
continue coverage, at the end of the Separation Pay Period or, if the Separation Pay Period is
less than 6 months, at the end of the 6-month period during which medical and dental coverages are
provided, you may elect to continue your coverage in accordance with COBRA for up to an additional
18 months.



Continuation of medical and dental coverages under the Special Separation Program is subject to the
early forfeiture provisions described in the Separation Plan SPD.




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Life Insurance




Life Insurance — If You Do Not Sign the Separation Letter



If you do not sign the Separation Letter (or if a revocation period is applicable to you, you
revoke the Separation Letter), your employee group term life, dependent life, and survivor income
protection will continue for 31 days after your Separation Date. After this 31-day period you may
elect to continue these coverages at the level in effect on your Separation Date under Merck’s Life
Insurance Plan (as it may be amended from time to time). You may continue these coverages at your
cost for up to the earlier of 30 months from your Separation Date or age 65. If you wish to
continue your survivor income protection and/or your dependent life coverage, you must continue
your employee group term life (basic and optional). To continue your life insurance coverage(s)
you must contact the Merck Benefits Service Center (1-800-666-3725) within 31 days after your
Separation Letter Return Date and you must pay the applicable premium in the time and manner
specified by Merck. If you fail to pay the premium in the time and manner specified by Merck, your
coverage(s) will be terminated and they will not be reinstated. If you are interested in
continuing your coverage(s), contact the Merck Benefits Service Center (1-800-666-3725) for more
information.



Your accidental death and dismemberment coverage ends on your Separation Date.



A full month’s premium may be deducted from your paycheck for the month in which your Separation
Date occurs.




Special Separation Program — Life Insurance — If You Sign the Separation Letter



Under the Special Separation Program, if you sign the Separation Letter (and if a revocation period
is applicable to you, do not revoke the Separation Letter), your basic employee group term life
insurance coverage will continue under Merck’s Life Insurance Plan (as it may be amended from time
to time) until the earlier of (i) last day of the month in which the Separation Pay Period ends,
or, if the Separation Pay Period is less than 6 months, then for 6 months beginning on the first of
the month coincident with or following your Separation Date as more fully described in the
Separation Plan SPD, or (ii) age 65. If your basic employee group term life coverage is under the
“Old Format” (that is, equal to 2x base pay), your contributions to continue such coverage will be
the same as the contributions for active employees, as they may change from time to time and will
be payable to Merck (or its designee) in the time and manner specified by Merck from time to time.
If you do not pay the required contributions to Merck (or its designee) in the time and manner
specified by Merck from time to time, your


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coverage will default to “New Format” (that is 1x base pay). No contributions are required if
your basic employee group term life coverage is under the “New Format” (that is 1x base pay). Continuation of basic life insurance under the Special Separation Program is subject to the early
forfeiture provisions described in the Separation Plan SPD.



If you sign the Separation Letter (and if a revocation period is applicable to you, do not revoke
the Separation Letter) and your basic life insurance continues, you may also continue optional term
life, dependent life and survivor income protection at your cost for up to the earlier of 30 months
from your Separation Date or age 65. If you wish to continue your survivor income protection and/or
your dependent life coverage, you must continue your optional employee group term life. To continue
your optional life insurance coverage(s) you must contact the Merck Benefits Service Center
(1-800-666-3725) within 31 days after your Separation Letter Return Date and you must pay the
applicable premium in the time and manner specified by Merck. If you fail to pay the premium in
the time and manner specified by Merck, your optional coverage(s) will be terminated and they will
not be reinstated. If you are interested in continuing your optional coverage(s), contact the
Merck Benefits Service Center (1-800-666-3725) for more information. After the Separation Pay
Period, you may continue your basic employee group term life coverage at your cost for the
remainder of the period ending at the earlier of the expiration of the 30-month period from your
Separation Date or age 65. At that time, if you are interested in continuing your basic life
coverage, you must contact the Merck Benefits Service Center (1-800-666-3725).



If your basic life insurance ends as a result of the early forfeiture provisions of the Separation
Benefits Plan, you will not be allowed to continue your optional coverages under the 30-month
continuation provisions. See the life insurance section of the Merck Benefits Book (and applicable
summaries of material modification) for description of conversion rights.




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The chart below is provided for your convenience to compare the medical, dental and life insurance
benefits offered under the Special Separation Program to the normal plan provisions.




	 	 	 	 	 
	 	 	Regular Plan	 	Special Separation
	 	 	Provisions	 	Program (if sign letter)
	Medical, Dental, 

Prescription Drug

	 	Benefits continue to
the end of the month
following the month
in which your
Separation Date
occurs; eligible for
COBRA afterward
	 	Benefits continue to the
end of the month in
which the Separation Pay
Period ends (or a
minimum of 6 months),
provided you pay the
applicable employee
contributions in the
time and manner
specified by Merck (or
its designee); eligible
for COBRA afterward
	 
	 	 	 	 
	Basic Employee Term
Life Insurance (New
Format-maximum 1x
base pay; Old Format
-2x base pay)

	 	Coverage at level in
effect on Separation
Date continues for
31 days; you may
elect to continue
coverage for up to
30 months (but not
beyond age 65) from
your Separation Date
at your cost
	 	Coverage continues to
the end of the month in
which the Separation Pay
Period ends (or a
minimum of 6 months)
(but not beyond age 65),
provided you pay the
applicable employee
contributions in the
time and manner
specified by Merck (or
its designee); you may
elect to continue
coverage for the balance
of up to 30 months (but
not beyond age 65) from
your Separation Date at
your cost
	 
	 	 	 	 
	Optional Employee 

Group Term Life, 

Dependent Life, 

Survivor Income

	 	Coverage at level in
effect on your
Separation Date
continues for 31
days; you may elect
to continue coverage
for up to 30 months
(but not beyond age
65) from your
Separation Date at
your cost
	 	Coverage at level in
effect on your
Separation Date
continues for 31 days;
you may elect to
continue coverage for up
to 30 months (but not
beyond age 65) from your
Separation Date at your
cost
	 
	 	 	 	 
	AD&D

	 	No coverage
	 	No coverage






Merck On-Site Day Care Centers



If your child is enrolled in a Merck on-site day care center, the child can remain enrolled at the
center until the Separation Letter Return Date. If you sign the Separation Letter and your child
is in an infant, toddler or preschool room as of your Separation Date, he/she may continue at the
day care center until the third month anniversary of your Separation Date; a child in kindergarten
as of your Separation Date may continue until the end of the calendar week in which kindergarten
graduation occurs; provided that continued enrollment is subject to your continuing to abide by the
rules and regulations of the day care center and the terms of the Separation Letter. Continuation
for the first three months shall be at the regular tuition rate. For kindergarten children
continuing after the first three months, there may be an additional charge.




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 a Separated Employee’s Separation Date occurs during a performance year. Actual
AIP/EIP bonuses with respect to the


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performance year immediately preceding the Separated Employee’s Separation Date may be paid to
employees whose employment terminates between January 1 and the time AIP/EIP bonuses are paid for
that year to other employees . No AIP/EIP or special payment in lieu of a bonus with respect to
the performance year in which the Separation Date occurs is payable for any employee separated
January 1 through June 30, inclusive. A special payment in lieu of a bonus is payable under this
program with respect to the performance year in which the Separation Date occurs only for employees
whose Separation Dates occur on or after July 1 and on or before December 31 of that performance
year. For executives who are listed in the Summary Compensation Table for the most recent proxy
materials issued by the Company in connection with the annual meeting of shareholders, the amount
of payment in lieu of EIP award, if any, will be guided by the following principles, but the
Company retains complete discretion to pay more, or less, than those amounts. The Company 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).




If Your Separation Date occurs between January 1 and prior to the time AIP/EIP bonuses are paid for
the prior performance year



If your Separation Date occurs on or after January 1 and prior to the day AIP/EIP bonuses for the
prior performance year are paid to other Merck employees, you will be eligible for consideration
for an AIP/EIP bonus with respect to the prior complete performance year on the same terms and
conditions as other Merck employees. 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 Merck employees or will be deferred in accordance with your applicable deferral election
for that AIP/EIP performance year, as applicable. Eligibility for consideration for AIP/EIP bonus
is not contingent upon your signing the Separation Letter. You will not be eligible for any
AIP/EIP or payment in lieu of an AIP/EIP for the performance year in which your Separation Date
occurs.




If Your Separation Date occurs between the time AIP/EIP bonuses for the prior performance year are
paid and June 30



If your Separation Date occurs after AIP/EIP bonuses for the prior performance year are paid to
other Merck employees and on or before June 30, you will not be eligible for consideration for an
AIP/EIP bonus or the special in lieu of bonus payment described below whether or not you sign the
Separation Letter.




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If Your Separation Date occurs after June 30 and on or before December 31




If your Separation Date occurs after June 30 and on or before December 31, 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 Annual Incentive Program/Executive Incentive Program 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 adjustment by the Company in its sole discretion based on a
variety of factors, including but not limited to your documented poor or extraordinary performance
in the current performance year. 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. However, if you elected to defer your AIP/EIP bonus, that election will
apply to payments made in lieu of AIP/EIP bonus.



OTHER BENEFITS AND PROGRAMS




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.



Outstanding Stock Options, RSUs and PSUs




Whether you sign the Separation Letter or not, the separation provisions applicable to stock
options, RSUs and PSUs will apply to any outstanding incentives you hold on your Separation Date.
The separation provisions may differ based on the grants. IT IS
YOUR RESPONSIBILITY TO FAMILIARIZE
YOURSELF WITH THE TERMS OF INDIVIDUAL GRANTS.



Stock Options (separation terms)





Generally, for outstanding annual and quarterly stock option grants made prior to 2001, the terms
are:



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Vested options will expire upon the earlier of (i) the day before the one-year anniversary
of your Separation Date or (ii) the original 10-year expiration date.



Generally, for outstanding annual and quarterly stock option grants made in 2001 and thereafter:




Unvested options will vest on the Separation Date. You will then have two years to
exercise them and previously vested grants. All outstanding vested options—including those
previously vested—will expire on the day before the second anniversary of your Separation
Date (or their original expiration date, if earlier).



Key R&D, MRL and MMD new hire 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 later rehired, stock options that are unexercised and outstanding on your rehire date
will be reinstated to active status as if your employment had not been interrupted.



RSUs (separation terms)




Under the separation provisions of the RSUs, a pro rata portion of your annual grants of restricted
stock units, if any, generally will vest and become distributable at the same time as if your
employment had continued. See the term sheets applicable to RSUs granted to you, if any.



PSUs (separation terms)




Under the separation provisions of the PSUs, a pro rata portion of your annual grant of performance
share units, if any, will be payable when the distribution, if any, with respect to the applicable
performance year is made to active employees. See the term sheets applicable to PSUs granted to
you, if any.



If you have any question about your stock options, RSUs or PSUs, you can call the HR Service Center
at 1-866-MRK-HR4U (1-866-675-4748).



* * *




The following describes the terms and conditions of certain Merck benefit plans and programs as
they apply to employees whose employment with Merck terminates for any reason. For additional
information, see the applicable sections of the current Merck Benefits Book (and applicable
summaries of material modification).



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Dependent Care Reimbursement Account




Your participation in the Dependent Care Reimbursement Account (“DCRA”) ends on your Separation
Date. Eligible expenses incurred throughout the calendar year in which your Separation Date occurs
(even after Merck employment 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.



Financial Engines




Your eligibility to use the Financial Engines financial planning tool will end on your Separation
Date.



Financial Planning




If you elected Financial Planning, you will continue in this benefit through the remainder of the
calendar year in which your Separation Date occurs. Your remaining cost for this benefit will be
deducted from your final pay check, or, if necessary, from any Separation Pay paid pursuant to the
Separation Benefits Plan. Your Financial Planning election is irrevocable and cannot be changed.



Flexible Benefits Program




The Flexible Benefits Program consists of the following Merck plans and programs: medical, dental,
vision, health care and dependent care reimbursement accounts, financial planning, life insurance
(including basic and optional term life, dependent term life, survivor income and accidental death
and dismemberment), 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 Reimbursement Account




Your participation in the Health Care Reimbursement Account (“HCRA”) 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 HCRA
under COBRA, you must make your required contributions on an after-tax basis. Eligible expenses
incurred while you participate in HCRA during the calendar year in which your Separation Date
occurs can be reimbursed up to your entire elected amount.



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Claims incurred after your participation in HCRA 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 HCRA 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, if you want to
continue coverage without interruption, you must contact CNA (the insurer) and pay 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
1-800-528-4582.



Long Term Disability




Your participation in the Long Term Disability 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 eligibility
period by the end of the month that includes your Separation Date to be eligible for LTD benefits.
If you are disabled and receiving income replacement benefits under the Long Term Disability Plan
on your Separation Date, those benefits will continue in accordance with the terms of the Long Term
Disability Plan. However, Separation Pay paid by the Company under the Special Separation Program
will act as an offset from benefits payable under the Long Term Disability Plan (meaning the LTD
benefits will be reduced by Separation Pay).



Pension




If you have at least 5 years of Vesting Service (as that term is defined in the Retirement Plan) as
of your Separation Date, you will be a “terminated vested” participant in the Retirement Plan.
This means that your employment will have terminated before you were eligible to “retire” from
active service with the Company (generally, age 55 with at least 10 years of Credited Service (as
that term is defined in the Retirement Plan)) and that you have a “vested” pension under the
Retirement Plan.



If you are a “terminated vested” participant, your benefits under the Retirement Plan must
begin no later than the first day of the month following age 65 after your employment terminates.
However, you can start receiving a reduced benefit on the first day of any month after you reach
age 55. The early payment reduction for a “terminated vested” participant is an “actuarial”
reduction. That is,



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your life expectancy and certain other actuarial assumptions are used in calculating the reduction
amount. You should expect this to reduce your benefits substantially because by commencing your
benefit early, you receive benefits earlier and for a longer period. A table illustrating
examples of actuarial reductions from the age 65 benefit and a more detailed explanation of the
benefits for “terminated vested” participants can be found in the Salaried Retirement Plan section
of the current Merck Benefits Book (and applicable summaries of material modification). If you do
not have at least 5 years of Vesting Service as of your Separation Date, you will not be eligible
for a benefit under the Retirement Plan.



After you leave the Company, if you are entitled to a vested benefit from the Retirement Plan,
you’ll receive a statement that will tell you what your life income will be at age 65. This will
be sent to you within approximately one year from your Separation Date. If any portion of your
benefit is from a different plan, such as the Retirement Plan for Hourly Employees of Merck & Co.,
Inc., there is an offset which reduces the benefit from the Retirement Plan. The aggregate lump
sum benefit payable from two different plans generally differs slightly from a lump sum payable
from only one plan (especially if different interest rate methodologies apply).



Payments not Compensation for Retirement Plan. Separation Pay is not compensation for Retirement
Plan 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 Retirement Plan purposes.



Savings Plan




Any Separation Pay you receive under the Special Separation Program is not Base Pay and may not be
contributed to the Savings Plan. A pro-rata deduction will be made to the Savings Plan based on
the percentage of your monthly base pay you receive for the month in which your Separation Date
occurs. If you have a plan loan and do not repay it within 45 days of your Separation Date, the
loan will be declared in default and reported as a taxable distribution to the Internal Revenue
Service.



You generally may receive a final distribution from the Savings Plan at any time after your
Separation Date. However, if your account balance is $5,000 or less, your account balance
automatically will be distributed to you soon after your Separation Date. If, upon reaching age
65, you have not previously elected to receive your benefits, your account balance will be
distributed to you without regard to its amount. Review the information in the Salaried Savings
Plan section of the current Merck Benefits Book (and applicable summaries of material modification)
for additional information on Receiving a Final Distribution.



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Short Term Disability




Subject to applicable state law, your participation in the Short Term Disability Plan ends on your
Separation Date. If you are disabled and are receiving income replacement benefits under the Short
Term Disability 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 Company under the
Special Separation Program will act as an offset from benefits payable under the Short Term
Disability Plan (meaning the STD benefits will be reduced by Separation Pay). Where state law does
not permit such offsets to be made to STD benefits (or where the Company in its sole and absolute
discretion determines it is easier for the Company to administer), STD benefits will instead act as
an offset from Separation Pay paid (or payable) by the Company under the Special Separation Program
(meaning Separation Pay will be reduced by the STD benefits).



Travel Accident




Your coverage under the Travel Accident Insurance Plan ends on your Separation Date.



Vacation Pay




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 Merck 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 Separation Pay paid pursuant to the Separation Benefits Plan.



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.



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* * *




The Special Separation Program described here currently is scheduled to be in effect for
Separations From Service that occur from January 1, 2009 through December 31, 2011. Merck retains
the right (to the extent permitted by law) to amend or terminate the Special Separation Program and
any benefit or plan described in this brochure (or otherwise) at any time. However, following a
change in control of Merck (as defined in the Change in Control Separation Benefits Plan), certain
limitations apply to Merck’s ability to amend or terminate this and other benefit plans.



While it has no current intention to do so, Merck also may extend, decrease or enhance, the Special
Separation Program in the future. If you sign and return the Separation Letter by the Separation
Letter Return Date, any later amendment or termination will not decrease or increase the amount of
Separation Pay you are eligible to receive under the Special Separation Program.



Notwithstanding anything in the Special Separation Program to the contrary, benefits under the
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. Merck will take any and all steps it
determines are necessary, in its sole and absolute discretion, to adjust benefits under the Special
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 Special 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.



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Glossary of Definitions




As used in this document, the following terms have the following meanings.



“Basic Employee Group Term Life Coverage” is the lesser of the amount of the Separated Employee’s
group term life coverage in effect on the Separation Date or 1x base pay for those who are
considered New Format (2x base pay for those who are considered Old Format).



“Company” or “Merck” means Merck & Co., Inc.



“Credited Service” is as defined in the Retirement Plan.



“Retirement Plan” means the Retirement Plan for Salaried Employees of Merck & Co., Inc.



“Separation Benefits Plan” means the Merck & Co., Inc. Separation Benefits Plan for Nonunion
Employees



“Separation Date” means a Separated Employee’s last day of employment with Merck.



“Separated Employees” are certain nonunionized Merck & Co., Inc. employees





(1) who experience a Separation From Service (as that term is defined in the Separation
Benefits Plan) on or between January 1, 2009 through December 31, 2011; and





(2) who, as of their Separation Date, is:




	 	•	 	Less than age 49 or
	 
	 	•	 	At least age 49 but not yet age 64 with less than nine years of Credited
Service





Separated Employees are only those employees who are designated by Merck as “Separated Employees.”
“Separated Employees” do not include employees who terminate employment in any way that does not
constitute a Separation From Service as determined by Merck, including employees who resign for any
reason.



“Separation Letter” means the Company-provided letter that will describe the Special Separation
Program benefits and include a release of claims against the Company and may include such other
terms such as non-solicitation and non-competition provisions, as the Company determines.



“Separation Letter Return Date” is the date stated in the Separation Letter by which Separated
Employees must sign and return it to the Company.



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“Separation Pay Period” is the number of full or partial workweeks for which a Separated Employee
is being paid Separation Pay.



“Special Separation Program” means the separation benefits that Separated Employees receive if they
sign (and, if a revocation period is applicable to them, do not revoke) the Separation Letter.




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