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 the Company and to enable
them to increase their ownership in the Company’s Common Stock. The Plan will be beneficial to the Company
and its stockholders since it will allow these Directors to have a greater personal financial stake in the Company
through the ownership of Company stock, in addition to underscoring their common interest with stockholders in
increasing the value of the Company stock longer term.
All members of the Company’s Board of Directors who are not current or former employees of the Company
or any of its subsidiaries (“Non-Employee Directors”) shall participate in this Plan.
Only nonqualified stock options to purchase shares of Merck Common Stock (“NQSOs”) and Restricted
Stock Grants (collectively, “Incentives”) may be granted under this Plan.
Each year on the first Friday following the Company’s Annual Meeting of Stockholders, each individual
elected, reelected or continuing as a Non-Employee Director shall automatically receive an NQSO to purchase
5,000 shares of Merck Common Stock or such other amount as may be determined by the Board from time to
time. Notwithstanding the foregoing, if, on that first Friday, the General Counsel of the Company determines, in
her/his sole discretion, that the Company is in possession of material, undisclosed information about the
Company, then the annual grant of NQSOs to Non-Employee Directors shall be suspended until the second
3. Shares Available
a) Number of Shares Available: There is hereby