Exhibit 10.13  **MERCK & CO., Inc.****2006 NON-EMPLOYEE DIRECTORS****STOCK OPTION PLAN****(Effective April 25, 2006; as amended and restated February 27, 2007)**  
 

 
**2006 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN**     The 2006 Non-Employee Directors Stock Option Plan (the “Plan”) is established to attract,retain and compensate for service as members of the Board of Directors of Merck & Co., Inc. (the“Company” or “Merck”) highly qualified individuals who are not current or former employees of theCompany and to enable them to increase their ownership in the Company’s Common Stock. The Plan willbe beneficial to the Company and its stockholders since it will allow these Directors to have agreater personal financial stake in the Company through the ownership of Company stock, in additionto underscoring their common interest with stockholders in increasing the value of the Companystock longer term.1. *Eligibility*All members of the Company’s Board of Directors who are not current or former employees of theCompany or any of its subsidiaries (“Non-Employee Directors”) shall participate in this Plan.2. *Awards*Only nonqualified stock options to purchase shares of Merck Common Stock (“NQSOs”) andRestricted Stock Grants (collectively, “Incentives”) may be granted under this Plan.3. *Shares Available* a) Number of Shares Available: There is hereby reserved for issuance under this Plan 1million shares of Merck Common Stock, par value $0.01 per share, which may be authorizedbut unissued shares, treasury shares, or shares purchased on the open market.  b) Recapitalization Adjustment: In the event of a reorganization, recapitalization,stock split, stock dividend, extraordinary cash dividend, combination of shares, merger,consolidation, rights offering or other similar change in the capital structure or sharesof the Company, adjustments in the number and kind of shares authorized by this Plan, inthe number and kind of shares covered by Incentives, and in the option price ofoutstanding NQSOs under, this Plan shall be made if, and in the same manner as, suchadjustments are made to incentives issued under the Company’s then current Incentive StockPlan subject to any required action by the Board of Directors or the stockholders of theCompany and compliance with applicable securities laws.4. *Annual Grant of Nonqualified Stock Options*Each year on the first Friday following the Company’s Annual Meeting of Stockholders, eachindividual elected, reelected or continuing as a Non-Employee Director shall automaticallyreceive an NQSO to purchase 5,000 shares of Merck Common Stock or such other amount as may bedetermined by the Board from time to time. Notwithstanding the foregoing, if, on that firstFriday, the General Counsel of the Company determines, in her/his sole discretion, that theCompany is in possession of material, undisclosed information about the Company, then theannual grant of NQSOs to Non-Employee Directors shall be suspended until the second businessday after public dissemination of such information and the price, exercisability date andoption period shall then bedetermined by reference to such later date. If Merck Common Stock is not
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traded on the New YorkStock Exchange on any date a grant would otherwise be awarded, then the grant shall be made thenext day thereafter that Merck Common Stock is so traded.5. *Option Price*The price of the NQSO shall be the closing price of Merck Common Stock on the date of the grantas quoted on the New York Stock Exchange.6. *Option Period*An NQSO granted under this Plan shall become exercisable at 12:01 a.m. in three equalinstallments (subject to rounding) on each of the first, second and third anniversaries of thedate of grant and shall expire at 11:59 p.m. on the day before the tenth anniversary thereof(“Option Period”). As used in this Plan, all times shall mean the time for New York, NY.7. *Payment*The NQSO price and any required tax withholding, if any, shall be paid in cash in U.S. dollarsat the time the NQSO is exercised or in such other manner as permitted for option exercisesunder the Company’s Incentive Stock Plan (the “ISP”) applicable to “officers” (as defined inRule 16a-1 of the Securities Exchange Act of 1934 (the “Exchange Act”)) of Merck and itsaffiliates. If the Compensation and Benefits Committee of the Board of Directors of theCompany approves the use of previously owned shares of Common Stock for any portion of theexercise price for NQSOs granted under the ISP, then that same provision also shall apply tothis Plan. The NQSOs shall be exercised through the Company’s broker-assisted stock optionexercise program, provided such program is available at the time of the option exercise, or bysuch other means as in effect from time to time for the ISP.8. *Cessation of Service*Upon cessation of service as a Non-Employee Director (for reasons other than Retirement ordeath), only those NQSOs immediately exercisable at the date of cessation of service shall beexercisable by the grantee. Such NQSOs must be exercised by 11:59 p.m. on the day before thesame day of the third month after such cessation of service (but in no event after theexpiration of the Option Period) or they shall be forfeited. For example, if service ends onJanuary 12 and this section applies, the NQSOs would expire no later than 11:59 p.m. on April11. All other NQSOs shall expire at 11:59 p.m. on the day of such cessation of service.9. *Retirement*If a grantee ceases service as a Non-Employee Director and is then at least age 65 with ten ormore years of service or age 70 with five or more years of service (such cessation of serviceis a “Retirement” and begins on the first day after service ends), then any of his/heroutstanding NQSOs shall continue to become exercisable as if service had continued. Alloutstanding NQSOs must be exercised by the expiration of the Option Period, or such NQSOs shallbe forfeited.Notwithstanding the foregoing, if a grantee dies before the NQSOs are forfeited, Section 10shall control.
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10. *Death*Upon the death of a grantee, all unvested NQSOs shall become immediately exercisable. The NQSOswhich become exercisable upon the date of death and those NQSOs which were exercisable on thedate of death may be exercised by the grantee’s legal representatives or heirs by the earlierof (i) 11:59 p.m. on the day before the third anniversary of the date of death (ii) theexpiration of the Option Period; if not exercised by the earlier of (i) or (ii), such NQSOsshall be forfeited. Notwithstanding the foregoing, if local law applicable to a deceasedgrantee requires a longer or shorter exercise period, these provisions shall comply with thatlaw.11. *Restricted Stock Grant*The Board may award actual shares of Common Stock (“Restricted Stock”) or phantom sharesof Common Stock (“Restricted Stock Units”) to a Non-Employee Director, which shares shall besubject to the terms and conditions and as the Board may prescribe from time to time.12. *Administration and Amendment of the Plan*This Plan shall be administered by the Board of Directors of Merck. The Board may delegate toany person or group, who may further so delegate, the Board’s powers and obligations hereunderas they relate to day to day administration of the exercise process. This Plan may beterminated or amended by the Board of Directors as it deems advisable. However, an amendmentrevising the price, date of exercisability, option period of, or amount of shares under an NQSOshall not be made more frequently than every six months unless necessary to comply withapplicable laws or regulations. Unless approved by the Company’s stockholders, no adjustmentsor reduction of the exercise price of any outstanding NQSO shall be made directly or bycancellation of outstanding NQSOs and the subsequent regranting of NQSOs at a lower price tothe same individual. No amendment may revoke or alter in a manner unfavorable to the granteesany Incentives then outstanding, nor may the Board amend this Plan without stockholder approvalwhere the absence of such approval would cause the Plan to fail to comply with Rule 16b-3 underthe Exchange Act or any other requirement of applicable law or regulation. An Incentive may notbe granted under this Plan after December 31, 2015 but NQSOs granted prior to that date shallcontinue to become exercisable and may be exercised, and Restricted Stock Grants shall continueto vest, according to their terms.13. *Transferability*Except as set forth in this section, the NQSOs granted under this Plan shall not be exercisableduring the grantee’s lifetime by anyone other than the grantee, the grantee’s legal guardian orthe grantee’s legal representative, and shall not be transferable other than by will or by thelaws of descent and distribution. Incentives granted under this Plan shall be transferableduring a grantee’s lifetime only in accordance with the following provisions.The grantee may only transfer an NQSO while serving as a Non-Employee Director of the Companyor within one year of ceasing service as a Non-Employee Director due to Retirement as definedin Section 9.
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The NQSO may be transferred only to the grantee’s spouse, children (including adopted childrenand stepchildren) and grandchildren (collectively, “Family Members”), to one or more trusts forthe benefit of Family Members or, at the discretion of the Board of Directors, to one or morepartnerships where the grantee and his Family Members are the only partners, in accordance withthe rules set forth in this section. The grantee shall not receive any payment or otherconsideration for such transfer (except that if the transfer is to a partnership, the granteeshall be permitted to receive an interest in the partnership in consideration for thetransfer).Any NQSO transferred in accordance with this section shall continue to be subject to the sameterms and conditions in the hands of the transferee as were applicable to such NQSO prior tothe transfer, except that the grantee’s right to transfer such NQSO in accordance with thissection shall not apply to the transferee. However, if the transferee is a natural person,upon the transferee’s death, the NQSO privileges may be exercised by the legal representativesor beneficiaries of the transferee within the exercise periods otherwise applicable to theNQSO.Any purported transfer of an NQSO under this section shall not be effective unless, prior tosuch transfer, the grantee has (1) met the minimum stock ownership target then in place forDirectors of the Company, (2) notified the Company of the transferee’s name and address, thenumber of shares under the Option to be transferred, and the grant date and exercise price ofsuch shares, and (3) demonstrated, if requested by the Board of Directors, that the proposedtransferee qualifies as a permitted transferee under the rules set forth in this section. Inaddition, the transferee must sign an agreement that he or she is bound by the rules andregulations of the Plan and by the same insider trading restrictions that apply to the granteeand provide any additional documents requested by the Company in order to effect the transfer.No transfer shall be effective unless the Company has in effect a registration statement filedunder the Securities Act of 1933 covering the securities to be acquired by the transferee uponexercise of the NQSO, or the General Counsel of Merck has determined that registration of such shares is not necessary.14. *Compliance with SEC Regulations*It is the Company’s intent that the Plan comply in all respects with Rule 16b-3 of the ExchangeAct, and any regulations promulgated thereunder. If any provision of this Plan is later foundnot to be in compliance with the Rule, the provision shall be deemed null and void. All grantsand exercises of NQSOs under this Plan shall be executed in accordance with the requirements ofSection 16 of the Exchange Act, as amended, and any regulations promulgated thereunder.15. *Miscellaneous*Except as provided in this Plan, no Non-Employee Director shall have any claim or right to begranted an NQSO under this Plan. Neither the Plan nor any action thereunder shall be construedas giving any director any right to be retained in the service of the Company.16. *Effective Date*This Plan shall be effective April 25, 2006 or such later date as stockholder approval isobtained.17. *No Constraint on Corporate Action*Nothing in this Plan shall be construed (i) to limit or impair or otherwise affect theCompany’s right or power to make adjustments, reclassifications, reorganizations or changes ofits capital or business structure, or to merge or consolidate, liquidate, sell or transfer allor any part of its
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business or assets, or (ii) except as provided in Section 12, to limit theright or power of the Company or any subsidiary to take any action which such entity deems tobe necessary or appropriate.18. *Governing Law*This Plan, and all agreements hereunder, shall be construed in accordance with and governed bythe laws of the State of New Jersey.
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