**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 collectivebargaining agreement and:****(1) who experience a Separation From Service (as defined in the Separation Benefits Plan) on orbetween November 1, 2005 through December 31, 2008; 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 Nine years of CreditedService****Effective Date: As of January 2, 2008**
 

 
This document summarizes the benefits for which a “Separated Employee” may be eligible under theSpecial Separation Program and other Merck employee benefit plans and programs. Unless otherwisenoted below, the terms and conditions of Merck’s employee benefit plans and programs applicable onan employee’s termination of employment from Merck are as described in the applicable sections ofthe current Merck Benefits Book (and applicable summaries of material modification) previouslyprovided to you or provided to you with this Brochure, as such plans and programs (and theapplicable sections of the Merck Benefits Book) may be amended from time to time. (A copy of theapplicable 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 orwww.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 sectionsof the current Merck Benefits Book (and applicable summaries of material modification), thiscommunication 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 SeparationBenefits Plan) on or between November 1, 2005 through December 31, 2008; 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 CreditedServiceSeparated 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 notconstitute a Separation From Service as determined by Merck, including employees who resign for anyreason. Benefits described in this Brochure only apply to Separated Employees and do not apply toany other Merck employees.If you have been designated as a Separated Employee, the Company will provide you with a separationletter (the “Separation Letter”) that will describe the Special Separation Program benefits forwhich you are eligible and include a release of legal claims against the Company, and may alsoinclude other terms, such as non-solicitation and non-competition provisions, as the Company in itssole discretion decides to include. In order to receive the benefits under the Special SeparationProgram, you must sign and return the Separation Letter by the date stated in the letter (the“Separation Letter Return Date”) and not revoke the letter within the revocation period.
2

 
**Advance Notice or Pay in Lieu of Notice**You will either receive advance notice of your Separation From Service, or, Pay in Lieu of Notice.Pay in Lieu of Notice, which is not contingent upon your signing the Separation Letter, will bepaid to you if you are not provided advance notice as described in the Summary Plan Description forthe Separation Benefits Plan (the “Separation Plan SPD”) distributed with this Brochure. If theCompany is required under the Worker Adjustment Retraining and Notification Act or any othersimilar federal, state or local law to provide a notice period or pay in lieu of notice, suchrequired notice or pay shall be in lieu of, and not in addition to, any notice or Pay in Lieu ofNotice provided under the Separation Benefits Plan.**Special Separation Program**All other benefits under this Special Separation Program are contingent upon the Separated Employeesigning and 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 yearin which his or her Separation Date occurs if his or her Separation Date occurs after June30 and on or before December 31 of that performance year  **•** Eligibility for extended use of the day care centerSeparation Pay, Outplacement Benefits and continued medical, dental and life insurance benefits aredescribed 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 theSpecial 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 laterrevoke, the Separation Letter; and  **•** the terms and conditions of certain Merck benefit plans and programs as they apply toany separated employee without regard to whether they sign the Separation Letter.
3

 
**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, your medical and dental coverage options in effect onyour Separation Date will continue under Merck’s medical and dental plans (as they may be amendedfrom time to time) until the end of the month following the calendar month in which your SeparationDate occurred. At the end of that period, you will be eligible to elect to continue your coveragein accordance with COBRA for up to 18 months from your Separation Date. If you have no medicaland/or dental coverage under Merck’s medical and dental plans on your Separation Date, you will nothave medical and/or dental coverage, as applicable, after your Separation Date nor will you beeligible to elect such coverage under COBRA.**Special Separation Program — Medical (including Prescription Drug) and Dental — If You Sign theSeparation Letter**Under the Special Separation Program, if you sign the Separation Letter, you will be eligible tocontinue 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 theSeparation Pay Period is less than six months, you may continue medical and dental coverage for sixmonths. Contributions for medical and dental coverage will be deducted from your Separation Pay.The contributions will be the same as the contributions for active employees, as they may changefrom time to time. At the end of the Separation Pay Period or, if the Separation Pay Period isless than 6 months, at the end of the 6-month period during which medical and dental coverages areprovided, you may elect to continue your coverage in accordance with COBRA for up to an additional18 months.Continuation of medical and dental coverages under the Special Separation Program is subject to theearly forfeiture provisions described in the Separation Plan SPD.**Life Insurance****Life Insurance — If You Do Not Sign the Separation Letter**If you do not sign the Separation Letter, your employee group term life, dependent life, andsurvivor income protection will continue for 31 days after your Separation Date. After this 31-dayperiod you may elect to continue these coverages at the level in effect on your Separation Dateunder Merck’s Life
4

 
Insurance Plan (as it may be amended from time to time). You may continue these coverages at yourcost for up to the earlier of 30 months from your Separation Date or age 65. If you wish tocontinue your survivor income protection and/or your dependent life coverage, you must continueyour employee group term life (basic and optional). To continue your life insurance coverage(s)you must submit the applicable form to the Merck Benefits Service Center (1-800-666-3725) within 31days after your Separation Letter Return Date and you must pay the applicable premium in the timeand manner specified by Merck. If you fail to pay the premium in the time and manner specified byMerck, your coverage(s) will be terminated and they will not be reinstated. If you are interestedin continuing your coverage(s), contact the Merck Benefits Service Center (1-800-666-3725) for moreinformation and the applicable form.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 SeparationDate occurs.**Special Separation Program — Life Insurance — If You Sign the Separation Letter**Under the Special Separation Program, if you sign the Separation Letter, your basic employee groupterm life insurance coverage will continue under Merck’s Life Insurance Plan (as it may be amendedfrom time to time) until the earlier of (i) last day of the month in which the Separation PayPeriod ends, or, if the Separation Pay Period is less than 6 months, then for 6 months beginning onthe first of the month coincident with or following your Separation Date as more fully described inthe Separation Plan SPD, or (ii) age 65. Contributions, if any, will be deducted from yourSeparation Pay. Continuation of basic life insurance under the Special Separation Program issubject to the early forfeiture provisions described in the Separation Plan SPD.If you sign the Separation Letter and your basic life insurance continues, you may also continueoptional term life, dependent life and survivor income protection at your cost for up to theearlier of 30 months from your Separation Date or age 65. If you wish to continue your survivorincome protection and/or your dependent life coverage, you must continue your optional employeegroup term life. To continue your optional life insurance coverage(s) you must submit theapplicable form to The Merck Benefits Service Center (1-800-666-3725) within 31 days after yourSeparation Letter Return Date and you must pay the applicable premium in the time and mannerspecified by Merck. If you fail to pay the premium in the time and manner specified by Merck, youroptional coverage(s) will be terminated and they will not be reinstated. If you are interested incontinuing your optional coverage(s), contact The Merck Benefits Service Center (1-800-666-3725)for more information and the applicable form.
5

 
After the Separation Pay Period, you may continue your basic employee group term life coverage atyour cost for the remainder of the period ending at the earlier of the expiration of the 30-monthperiod from your Separation Date or age 65. At that time, if you are interested in continuing yourbasic 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 SeparationBenefits Plan, you will not be allowed to continue your optional coverages under the 30-monthcontinuation provisions. See the life insurance section of the Merck Benefits Book (and applicablesummaries of material modification) for description of conversion rights.The chart below is provided for your convenience to compare the medical, dental and life insurancebenefits offered under the Special Separation Program to the normal plan provisions.       **Regular Plan** **Special Separation**  **Provisions** **Program (if sign letter)** **Medical, Dental,**