EXHIBIT 10.14



 





Exhibit 10.14








MERCK & CO., INC.




PLAN FOR DEFERRED PAYMENT OF




DIRECTORS’ COMPENSATION




(Amended and Restated as of January 1, 2005)








 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	Article I
	Purpose
	 	1	 
	Article II
	Election of Deferral, Measurement Methods and Distribution Schedule
	 	1	 
	Article III
	Valuation of Deferred Amounts
	 	2	 
	Article IV
	Redesignation Within a Deferral Account
	 	3	 
	Article V
	Payment of Deferred Amounts
	 	4	 
	Article VI
	Designation of Beneficiary
	 	5	 
	Article VII
	Plan Amendment or Termination
	 	6	 
	Schedule A
	Measurement Methods
	 	7	 






(i)




 









 








MERCK & CO., INC.

PLAN FOR DEFERRED PAYMENT OF

DIRECTORS’ COMPENSATION





	I.  	PURPOSE
	 
	   	To provide an arrangement under which directors of Merck & Co., Inc. other than current
employees may (i) elect to voluntarily defer payment of annual retainers and Board and
committee meeting fees until after termination of their service as a director, and (ii)
value compensation mandatorily deferred on their behalf.
	 
	II.  	ELECTION OF DEFERRAL, MEASUREMENT METHODS AND
DISTRIBUTION SCHEDULE






	 	A.  	Election of Voluntary Deferral Amount
	 
	 	1.  	Prior to December 28 of each year, each director is entitled to make an
irrevocable election to defer until termination of service as a director receipt of
payment of (a) 50% or 100% of the Board retainer for the 12 months beginning April 1 of
the next calendar year, (b) 50% or 100% of the Committee Chairperson retainer for the
12 months beginning April 1 of the next calendar year, (c) 50% or 100% of the Audit
Committee member retainer for the 12 months beginning April 1 of the next calendar year
and (d) 50% or 100% of the Board and committee meeting fees for the 12 months beginning
April 1 of the next calendar year.
	 
	 	2.  	Prior to commencement of duties as a director, a director newly elected or
appointed to the Board during a calendar year must make the election under this
paragraph for the portion of the Voluntary Deferral Amount applicable to such
director’s first year of service (or part thereof).
	 
	 	3.  	The Voluntary Deferral Amount shall be credited as follows: (1) Board and
committee meeting fees that are deferred are credited on the last business day of each
calendar quarter; (2) if the Board retainer, Committee Chairperson retainer and/or
Audit Committee member retainer are deferred, a pro-rata share of the deferred retainer
is credited on the last business day of each calendar quarter. The dates the Voluntary
Deferral Amount, or parts thereof, are credited to the director’s deferred account are
hereinafter referred to as the Voluntary Deferral Dates.
	 
	 	B.  	Mandatory Deferral Amount
	 
	 	1.  	On the Friday following the Company’s Annual Meeting of Stockholders (such
Friday hereinafter referred to as the “Mandatory Deferral Date”), each director will be
credited with an amount equivalent to one-third of the annual cash retainer for the 12
month period beginning on the April 1 preceding the Annual Meeting (the “Mandatory
Deferral Amount”). The Mandatory Deferral Amount will be measured by the Merck Common
Stock account.
	 
	 	2.  	A director newly elected or appointed to the Board after the Mandatory Deferral
Date will be credited with a pro rata portion of the Mandatory Deferral Amount




 









 






	 	   	applicable to such director’s first year of service (or part thereof). Such pro rata
portion shall be credited to the director’s account on the first day of such director’s
service.
	 
	 	C.  	Election of Measurement Method
	 
	 	   	Each such annual election referred to in Section A shall include an election as to
the measurement method or methods by which the value of amounts deferred will be
measured in accordance with Article III, below. The available measurement methods
are set forth on Schedule A hereto.
	 
	 	D.  	Election of Distribution Schedule
	 
	 	   	Each annual election referred to in Article II, Section A shall also include an
election to receive payment following termination of service as a director of all
Voluntary Deferral Amounts and Mandatory Deferral Amounts in a lump sum either
immediately or one year after such termination, or in quarterly or annual
installments over five, ten or fifteen years.






	III.  	VALUATION OF DEFERRED AMOUNTS






	 	A.  	Common Stock
	 
	 	1.  	Initial Crediting. The annual Mandatory Deferral Amount shall be used to
determine the number of full and partial shares of Merck Common Stock which such amount
would purchase at the closing price of the Common Stock on the New York Stock Exchange
on the Mandatory Deferral Date.
	 
	 	   	That portion of the Voluntary Deferral Amount allocated to Merck Common Stock shall
be used to determine the number of full and partial shares of Merck Common Stock
which such amount would purchase at the closing price of the Common Stock on the New
York Stock Exchange on the applicable Voluntary Deferral Date.
	 
	 	   	However, should it be determined by the Committee on Corporate Governance of the
Board of Directors that a measurement of Merck Common Stock on any Mandatory or
Voluntary Deferral Date would not constitute fair market value, then the Committee
shall decide on which date fair market value shall be determined using the valuation
method set forth in this Article III, Section A.1.
	 
	 	   	At no time during the deferral period will any shares of Merck Common Stock be
purchased or earmarked for such deferred amounts nor will any rights of a
shareholder exist with respect to such amounts.
	 
	 	2.  	Dividends. Each director’s account will be credited with the additional number
of full and partial shares of Merck Common Stock which would have been purchasable with
the dividends on shares previously credited to the account at the closing price of the
Common Stock on the New York Stock Exchange on the date each dividend was paid.




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	 	3.  	Distributions. Distribution from the Merck Common Stock account will be valued
at the closing price of Merck Common Stock on the New York Stock Exchange on the
distribution date.
	 
	 	B.  	Mutual Funds
	 
	 	1.  	Initial Crediting. The amount allocated to each Mutual Fund shall be used to
determine the full and partial Mutual Fund shares which such amount would purchase at
the closing
net asset value of the Mutual Fund shares on the Mandatory or Voluntary Deferral
Date, whichever is applicable. The director’s account will be credited with the
number of full and partial Mutual Fund shares so determined.
	 
	 	   	At no time during the deferral period will any Mutual Fund shares be purchased or
earmarked for such deferred amounts nor will any rights of a shareholder exist with
respect to such amounts.
	 
	 	2.  	Dividends. Each director’s account will be credited with the additional number
of full and partial Mutual Fund shares which would have been purchasable, at the
closing net asset value of the Mutual Fund shares as of the date each dividend is paid
on the Mutual Fund shares, with the dividends which would have been paid on the number
of shares previously credited to such account (including pro rata dividends on any
partial shares).
	 
	 	3.  	Distributions. Mutual Fund distributions will be valued based on the closing
net asset value of the Mutual Fund shares on the distribution date.
	 
	 	C.  	Adjustments
	 
	 	   	In the event of a reorganization, recapitalization, stock split, stock dividend,
combination of shares, merger, consolidation, rights offering or any other change in
the corporate structure or shares of the Company or a Mutual Fund, the number and
kind of shares or units of such investment measurement method available under this
Plan and credited to each director’s account shall be adjusted accordingly.






	IV.  	REDESIGNATION WITHIN A DEFERRAL ACCOUNT






	 	A.  	General
	 
	 	   	A director may request a change in the measurement methods used to value all or a
portion of his/her account other than Merck Common Stock. Amounts deferred using the
Merck Common Stock method and any earnings attributable to such deferrals may not be
redesignated. The change will be effective on (i) the day when the redesignation
request is received pursuant to administrative guidelines established by the Human
Resources Financial Services area of the Treasury department, provided the request
is received prior to the close of the New York Stock Exchange on such day or (ii)
the next following business day if the request is received when the New York Stock
Exchange is closed.




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	 	B.  	When Redesignation May Occur
	 
	 	1.  	During Active Service. There is no limit on the number of times a director may
redesignate the portion of his/her deferred account permitted to be redesignated. Each
such request shall be irrevocable and can be designated in whole percentages or as a
dollar amount.
	 
	 	2.  	After Death. Following the death of a director, the legal representative or
beneficiary of such director may redesignate subject to the same rules as for active
directors set forth in Article IV, Section B.1.
	 
	 	C.  	Valuation of Amounts to be Redesignated 
	 
	 	   	The portion of the director’s account to be redesignated will be valued at its cash
equivalent and such cash equivalent will be converted into shares or units of the
other measurement method(s). For purposes of such redesignations, the cash
equivalent of the value of the Mutual Fund shares shall be the closing net asset
value of such Mutual Fund on (i) the day when the redesignation request is received
pursuant to administrative guidelines established by the Human Resources Financial
Services area of the Treasury department, provided the request is received prior to
the close of the New York Stock Exchange on such day or (ii) the next following
business day if the request is received when the New York Stock Exchange is closed.






	V.  	PAYMENT OF DEFERRED AMOUNTS






	 	A.  	Payment
	 
	 	   	All payments to directors of amounts deferred will be in cash in accordance with the
distribution schedule elected by the director pursuant to Article II, Section D.
Distributions shall be pro rata by measurement method. Distributions shall be
valued on the fifteenth day of the distribution month (or, if such day is not a
business day, the next business day) and paid as soon thereafter as possible.
	 
	 	B.  	Changes to Distribution Schedule Prior to Termination
	 
	 	   	Upon the request of a director made at any time during the calendar year immediately
preceding the calendar year in which service as a director is expected to terminate,
the Committee on Corporate Governance of the Board of Directors (the “Committee”),
in its sole discretion, may authorize: (a) an extension of a payment period beyond
that originally elected by the director not to exceed that otherwise allowable under
Article II, Section D, and/or (b) a payment frequency different from that originally
elected by the director. Such request may not be made with regard to amounts
deferred after December 31, 1990 using the Merck Common Stock method and to any
earnings attributable to such deferrals. Deferrals into Merck Common Stock made
after December 31, 1990 and any earnings thereon may only be distributed in
accordance with the schedule elected by the director under Article II, Section D or
determined by the Committee on Corporate Governance under Article VI.




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	 	C.  	Post-Termination Changes to Distribution Schedule
	 
	 	   	Following termination of service as a director, each director may make one request
for a further extension of the period for distribution of his/her deferred
compensation. Such request must be received by the Committee on Corporate
Governance prior to the first distribution to the participant under his/her
previously elected distribution schedule. Any revised distribution schedule may not
exceed the deferral period otherwise allowable under Article II, Section C. This
request may be granted and a new payment schedule determined in the sole discretion
of the Committee on Corporate Governance.
	 
	 	   	Such request may not be made with regard to amounts deferred after December 31, 1990
using the Merck Common Stock Method and to any earnings attributable to such
deferrals. Any retired director who is not subject to U.S. income tax may petition
the Committee on Corporate Governance to change payment frequency, including a lump
sum distribution, and the Committee on Corporate Governance may grant such petition
if, in its discretion, it considers there to be reasonable justification therefor.
Deferrals into Merck Common Stock made after December 30, 1990 and any earnings
thereon may only be distributed in accordance with the schedule elected by the
director under Article II, Section D or determined by the Committee on Corporate
Governance under Article VI.
	 
	 	D.  	Forfeitures
	 
	 	   	A director’s deferred amount attributable to the Mandatory Deferral Amount and
earnings thereon shall be forfeited upon his or her removal as a director or upon a
determination by the Committee on Corporate Governance in its sole discretion, that
a director has:






	 	(i)  	joined the Board of, managed, operated, participated in a
material way in, entered employment with, performed consulting (or any other)
services for, or otherwise been connected in any material manner with a
company, corporation, enterprise, firm, limited partnership, partnership,
person, sole proprietorship or any other business entity determined by the
Committee on Corporate Governance in its sole discretion to be competitive with
the business of the Company, its subsidiaries or its affiliates (a
“Competitor”);
	 
	 	(ii)  	directly or indirectly acquired an equity interest of five (5)
percent or greater in a Competitor; or
	 
	 	(iii)  	disclosed any material trade secrets or other material
confidential information, including customer lists, relating to the Company or
to the business of the Company to others, including a Competitor.






	VI.  	DESIGNATION OF BENEFICIARY
	 
	   	In the event of the death of a director, the deferred amount at the date of death shall
be paid to the last named beneficiary or beneficiaries designated by the director, or, if no
beneficiary has been designated, to the director’s legal representative, in one or more




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	   	installments as the Committee on Corporate Governance in its sole discretion may determine.
	 
	VII.  	PLAN AMENDMENT OR TERMINATION
	 
	   	The Committee on Corporate Governance shall have the right to amend or terminate this
Plan at any time for any reason.




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SCHEDULE A




MEASUREMENT METHODS

(January 1, 2002 – January 10, 2003)




Merck Common Stock




Mutual Funds




	 	 	 
	

	 	American Century Emerging Markets Fund
	

	 	American Century Europacific Growth Fund
	

	 	Fidelity Destiny I
	

	 	Fidelity Dividend Growth
	

	 	Fidelity Equity Income Fund
	

	 	Fidelity Low-Priced Stock Fund
	

	 	Fidelity Retirement Money Market
	

	 	Fidelity Spartan Government Income
	

	 	Fidelity Spartan U.S. Equity Index
	

	 	Franklin Small-Mid Cap Growth A
	

	 	Janus Enterprise
	

	 	Janus Growth & Income
	

	 	Liberty Acorn Z
	

	 	PIMCO Foreign Bond Institutional
	

	 	PIMCO Long Term US Government Institutional
	

	 	PIMCO Total Return Institutional
	

	 	Putnam Global Equity Fund A*
	

	 	Putnam International Voyager A
	

	 	Putnam Vista A
	

	 	T. Rowe Price Blue Chip Growth Fund
	

	 	Vanguard Asset Allocation












	*	 	From September 20, 2002 – September 30, 2002, this investment was briefly named the
Putnam Global Growth Fund A as a result of the merger, in September 2002, of Putnam Global
Equity Fund A with Putnam Global Growth Fund A. The merged fund briefly retained the name
“Putnam Global Growth Fund A.” Effective October 1, 2002, the merged fund changed its name
to “Putnam Global Equity Fund A.”




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SCHEDULE A


MEASUREMENT METHODS

(Effective January 11, 2003 to July 31, 2003)




Merck Common Stock




Mutual Funds




	 	 	 
	

	 	American Century Emerging Markets Institutional
	

	 	American Funds EuroPacific Growth Fund
	

	 	Fidelity Destiny I
	

	 	Fidelity Dividend Growth
	

	 	Fidelity Equity-Income
	

	 	Fidelity Low-Priced Stock
	

	 	Fidelity Retirement Money Market
	

	 	Fidelity Spartan Government Income
	

	 	Fidelity Spartan U.S. Equity Index
	

	 	Franklin Small-Mid Cap Growth A
	

	 	Janus Enterprise
	

	 	Janus Growth & Income
	

	 	Liberty Acorn Class Z
	

	 	PIMCO Foreign Bond Institutional
	

	 	PIMCO Long Term US Government Institutional
	

	 	PIMCO Total Return Institutional
	

	 	Putnam Global Equity A
	

	 	Putnam International Capital Opportunities Fund A*
	

	 	Putnam Vista A
	

	 	T. Rowe Price Blue Chip Growth
	

	 	Vanguard Asset Allocation












	*	 	Prior to April 30, 2003, known as Putnam International Voyager Fund A





Redesignation of Deferred Amounts measured by Putnam Vista A on July 31, 2003




Prior to 4 p.m. ET on July 31, 2003, each participant who has any part of his/her account measured
by the Putnam Vista A measurement method may redesignate the amount in such measurement method in
accordance with Article IV. If a participant does not redesignate the amount measured by the
Putnam Vista A measurement method to any other remaining measurement method before 4 p.m. ET on
July 31, 2003, then the amount in the Putnam Vista A account shall be redesignated as of 4 p.m. ET
on July 31, 2003, to the Fidelity Mid-Cap Stock Fund.



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SCHEDULE A


MEASUREMENT METHODS

(Effective July 31, 2003 – November 19, 2003)




Merck Common Stock




Mutual Funds




	 	 	 
	

	 	American Century Emerging Markets Institutional
	

	 	American Funds EuroPacific Growth Fund
	

	 	Columbia Acorn Class Z*
	

	 	Fidelity Destiny I
	

	 	Fidelity Dividend Growth
	

	 	Fidelity Equity-Income
	

	 	Fidelity Low-Priced Stock
	

	 	Fidelity Mid-Cap Stock Fund
	

	 	Fidelity Retirement Money Market
	

	 	Fidelity Spartan Government Income
	

	 	Fidelity Spartan U.S. Equity Index
	

	 	Franklin Small-Mid Cap Growth A
	

	 	Janus Enterprise
	

	 	Janus Growth & Income
	

	 	PIMCO Foreign Bond Institutional
	

	 	PIMCO Long Term US Government Institutional
	

	 	PIMCO Total Return Institutional
	

	 	Putnam Global Equity A
	

	 	Putnam International Capital Opportunities Fund A**
	

	 	T. Rowe Price Blue Chip Growth
	

	 	Vanguard Asset Allocation












	*	 	Prior to October 2003, known as Liberty Acorn Class Z
	 
	**	 	Prior to April 30, 2003, known as Putnam International Voyager Fund A





Redesignation of Deferred Amounts measured by Putnam Global Equity A and Putnam International
Capital Opportunities Fund A (collectively, the “Putnam Funds”) on November 19, 2003



Prior to 4 p.m. ET on November 19, 2003, each participant who has any part of his/her Deferred
Compensation Account measured by a Putnam Funds investment alternative may redesignate the amount
in such investment alternative in accordance with Article IV. If a participant does not
redesignate the amount measured by a Putnam Funds investment alternative to any other remaining
investment alternative(s) before 4 p.m. ET on November 19, 2003, then the amount in the Putnam
Funds investment alternative shall be redesignated as of 4 p.m. ET on November 19, 2003, to the
Fidelity Retirement Money Market Portfolio.



9









 








SCHEDULE A




MEASUREMENT METHODS

(November 19, 2003 to April 2, 2004)




Merck Common Stock




Mutual Funds




	 	 	 
	

	 	American Century Emerging Markets Institutional
	

	 	American Funds EuroPacific Growth Fund
	

	 	Columbia Acorn Class Z*
	

	 	Fidelity Destiny I
	

	 	Fidelity Dividend Growth
	

	 	Fidelity Equity-Income
	

	 	Fidelity Low-Priced Stock
	

	 	Fidelity Mid-Cap Stock Fund
	

	 	Fidelity Retirement Money Market
	

	 	Fidelity Spartan Government Income
	

	 	Fidelity Spartan U.S. Equity Index
	

	 	Franklin Small-Mid Cap Growth A
	

	 	Janus Enterprise
	

	 	Janus Growth & Income
	

	 	PIMCO Foreign Bond Institutional
	

	 	PIMCO Long Term US Government Institutional
	

	 	PIMCO Total Return Institutional
	

	 	T. Rowe Price Blue Chip Growth
	

	 	Vanguard Asset Allocation












	*	 	Prior to October 2003, known as Liberty Acorn Class Z




10









 










SCHEDULE A




MEASUREMENT METHODS

(April 2, 2004 through January 31, 2005)




Merck Common Stock




Mutual Funds




	 	 	 
	

	 	American Century Emerging Markets Institutional
	

	 	American Funds EuroPacific Growth Fund
	

	 	Columbia Acorn Class Z*
	

	 	Fidelity Destiny I
	

	 	Fidelity Dividend Growth
	

	 	Fidelity Equity-Income
	

	 	Fidelity Low-Priced Stock
	

	 	Fidelity Mid-Cap Stock Fund
	

	 	Fidelity Retirement Money Market
	

	 	Fidelity Spartan Government Income
	

	 	Fidelity Spartan U.S. Equity Index
	

	 	Janus Enterprise
	

	 	Janus Growth & Income
	

	 	PIMCO Foreign Bond Institutional
	

	 	PIMCO Long Term US Government Institutional
	

	 	PIMCO Total Return Institutional
	

	 	T. Rowe Price Blue Chip Growth
	

	 	Vanguard Asset Allocation












	*	 	Prior to October 2003, known as Liberty Acorn Class Z




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SCHEDULE A




MEASUREMENT METHODS

(February 1, 2005)




Investment alternatives available under this Plan shall be the same as the investment alternatives
available from time to time under the Merck & Co., Inc. Deferral Program.



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