-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, C6Is2VUV7/+BgRzhGGfCT+w5NWhr7S0gEU4v1qHQOt1Kl3UT5hPbfcDhppuAlXae 2pa7JjfS0oVMRgfnzFRXXg== 0000950123-95-003566.txt : 19951204 0000950123-95-003566.hdr.sgml : 19951204 ACCESSION NUMBER: 0000950123-95-003566 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19951201 EFFECTIVENESS DATE: 19951201 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MERCK & CO INC CENTRAL INDEX KEY: 0000064978 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 221109110 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 033-51235 FILM NUMBER: 95598527 BUSINESS ADDRESS: STREET 1: ONE MERCK DR STREET 2: P O BOX 100 CITY: WHITEHOUSE STATION STATE: NJ ZIP: 08889-0100 BUSINESS PHONE: 9084234044 MAIL ADDRESS: STREET 1: ONE MERCK DR STREET 2: PO BOX 100 WS3AB-05 CITY: WHITEHOUSE STATION STATE: NJ ZIP: 08889-0100 S-8 POS 1 AMENDEMENT NO.1 TO FORM S-8 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 1, 1995 REGISTRATION NO. 33-51235 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 ------------------ Amendment No. 1 to FORM S-8 REGISTRATION STATEMENT under THE SECURITIES ACT OF 1933 ------------------ MERCK & CO., INC. (Exact name of issuer as specified in its charter) P.O. Box 100 One Merck Drive Whitehouse Station, New Jersey 08889 (908) 423-1000 (Address of Principal Executive Offices) NEW JERSEY (State of Incorporation) 22-1109110 (I.R.S. Employer Identification No.) USHH INCENTIVE PLAN EXECUTIVE INCENTIVE PLAN MERCK ANNUAL INCENTIVE PLAN KELCO DIVISION ANNUAL INCENTIVE PLAN KELCO DIVISION LONG-TERM INCENTIVE PLAN CALGON VESTAL LABORATORIES ANNUAL INCENTIVE PLAN CALGON VESTAL LABORATORIES LONG-TERM INCENTIVE PLAN CALGON WATER MANAGEMENT DIVISION ANNUAL INCENTIVE PLAN (Full title of the plans) CELIA A. COLBERT SECRETARY AND ASSISTANT GENERAL COUNSEL MERCK & CO. INC. P.O. BOX 100 ONE MERCK DRIVE WHITEHOUSE STATION, NEW JERSEY 08889 (908) 423-1000 (Name, address and telephone number of agent for service) If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. /X/. In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plans described herein. 2 - -------------------------------------------------------------------------------- PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 8. EXHIBITS
EXHIBIT DESCRIPTION METHOD OF FILING - -------------------------------------------------------------------------------- 4.11 USHH Incentive Plan Filed with this Registration Statement 24.1 Power of Attorney and Filed with this Registration Certified Resolution of Statement Board of Directors
- -------------------------------------------------------------------------------- 2 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Township of Readington, State of New Jersey, on the 28th day of November, 1995. MERCK & CO., INC. By: * -------------------------------- Raymond V. Gilmartin (Chairman of the Board, President and Chief Executive Officer) By /s/ Celia A. Colbert -------------------------------- Celia A. Colbert (Secretary and Assistant General Counsel) (Attorney-in-Fact) Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.
Signatures Title Date - ---------- ----- ---- * - ------------------------- Raymond V. Gilmartin Chairman of the Board, President and November 28, 1995 Chief Executive Officer; Principal Executive Officer; Director
3 4 * - ---------------------------------- Judy C. Lewent Senior Vice President and Chief Financial November 28, 1995 Officer; Principal Financial Officer * - ---------------------------------- Peter E. Nugent Vice President, Controller; Principal November 28, 1995 Accounting Officer * - ---------------------------------- H. Brewster Atwater, Jr. Director November 28, 1995 * - ---------------------------------- Derek Birkin Director November 28, 1995 * - ---------------------------------- Lawrence A. Bossidy Director November 28, 1995 * - ---------------------------------- William G. Bowen Director November 28, 1995 * - ---------------------------------- Johnnetta B. Cole Director November 28, 1995 * - ---------------------------------- Carolyne K. Davis Director November 28, 1995 * - ---------------------------------- Lloyd C. Elam Director November 28, 1995 * - ---------------------------------- Charles E. Exley, Jr. Director November 28, 1995 * - ---------------------------------- William N. Kelley Director November 28, 1995 * - ---------------------------------- Samuel O. Thier Director November 28, 1995 * - ---------------------------------- Dennis Weatherstone Director November 28, 1995
4 5 * Celia A. Colbert, by signing her name hereto, does hereby sign this document pursuant to powers of attorney duly executed by the persons named, filed with the Securities and Exchange Commission as an exhibit to this document, on behalf of such persons, all in the capacities and on the date stated, such persons including a majority of the directors of the Company. By: /s/ Celia A. Colbert ------------------------------------ Celia A. Colbert (Secretary and Assistant General Counsel) (Attorney-in-Fact) The Plan. Pursuant to the requirements of the Securities Act of 1933, the USHH Incentive Plan has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Whitehouse Station, State of New Jersey, as of the 28th day of November, 1995. USHH INCENTIVE PLAN By: /s/ D. W. Anstice ------------------------------------ D. W. Anstice Member of the Plan Committee 5 6 EXHIBIT INDEX
- ------------------------------------------------------------------------------------------------------------- EXHIBIT NUMBER DESCRIPTION METHOD OF FILING - ------------------------------------------------------------------------------------------------------------- 4.11 USHH Incentive Plan Filed with this Registration Statement. 24.1 Power of Attorney and Certified Filed with this Registration Statement. Resolution of Board of Directors
6 EX-4.11 2 USHH INCENTIVE PLAN 1 Exhibit 4.11 MERCK & CO., INC. USHH INCENTIVE PLANS - -------------------------------------------------------------------------------- USHH INCENTIVE PLAN OVERVIEW The USHH Incentive Plan is a bonus plan designed to reward eligible employees for their participation in the achievement of U.S. Human Health (USHH or the Division) goals. SECTION 1. ELIGIBILITY The employees eligible to receive a bonus pursuant to this Plan shall be non-union employees of the Division who are not currently eligible for an award under any other incentive bonus plan of Merck & Co., Inc. (The Company). The Division head will approve each year the positions eligible for the Plan and for deferral election pursuant to Section 8. SECTION 2. BONUS PLAN OBJECTIVES The purpose of the Plan is to provide eligible participants with the opportunity to earn competitive bonus awards for contributing to the attainment of the Division's business objectives, which include: - - Attainment of promoted product sales objectives and managed care net sales objectives - - Attainment of special strategic initiatives which support sales objectives - - Maintaining and enhancing Merck's reputation for integrity and quality The bonus is paid following the achievement of defined sales objectives and strategic initiatives and is dependent on exceeding sales performance threshold. SECTION 3. BONUS DETERMINATION The bonus determination is reviewed each year and approved by the Division head. SECTION 4. PERFORMANCE MEASURES 7 2 The performance criteria and measurements are established on a yearly basis in order to support the Division's business goals. The performance criteria and measurements are recommended by the Senior VP Sales and approved by the Division head. SECTION 5. BONUS OPPORTUNITY At the beginning of each year a target bonus will be established for each position creating an equal opportunity for all individuals performing a similar job. The target incentive will be calculated annually based on market competitiveness. SECTION 6. OBJECTIVES AND ADJUSTMENTS Objectives are assigned each year by Corporate/Division Management. The Company retains the right to alter the sales objectives at any time during the year to reflect its evaluation of sales resulting from epidemic or unusual cause, price changes, exceptional obsolescence of old products, impact of new products, territory realignment, etc. SECTION 7. PAYMENT: CALCULATION AND FREQUENCY Payment calculation and frequency will be determined annually and approved by the Division head. SECTION 8. BONUS DEFERRAL An eligible participant may elect to defer all or part of his/her award, but not less than $3,000. Any deferrals shall be made under and in conformance with the Merck & Co., Inc. Deferral Program which is incorporated herein. For purposes of this Plan, however, the Award Date used to determine the number of shares of Merck common stock, mutual fund shares, and/or bond index shares to be credited to the Deferred Award Account, shall be the same date used for the deferrals under the Annual Incentive Plan and the Executive Incentive Plan. Thus, deferrals under this Plan will be aggregated and valued on an annual basis. SECTION 9. LIMITATIONS No employee or other person shall have any claim or right to be granted an award under this Plan. A member may not assign or transfer any awards under this Plan. Neither the action of the Company in establishing the Plan nor any action taken by it under the provision hereof, nor any provision of the Plan, shall be construed as giving any employee the right to be retained in the employ of the Company, its subsidiaries or affiliates. SECTION 10. CLAIMS PROCEDURE 8 3 An eligible participant may make a claim regarding a deferred award under this Plan. Such claim shall be handled in accordance with Section 503 of ERISA, with the Director, Benefits Finance handling any claim and the Vice President, Human Resources, any appeal (of a denied claim). The claims procedure will only apply to deferred awards. -------- SECTION 11. AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN IN WHOLE OR IN PART The Management Committee member responsible for the Division or his successor may discontinue the Plan at any time and may from time to time amend or revise the terms of the Plan provided that such discontinuance or amendment shall not materially adversely affect any rights with respect to awards previously made or deferred during a Plan year which has already commenced. The Compensation and Benefits Committee of the Board of Directors of Merck & Co., Inc. may discontinue the Deferral Program at any time and may from time to time amend or revise the terms of the Deferral Program. /s/ D.W. Anstice 9/19/95 - ------------------------------------------------------------ D.W. Anstice, President Date U.S. Human Health /s/ Raymond V. Gilmartin 10/10/95 - ------------------------------------------------------------ Raymond V. Gilmartin Date Chairman and Chief Executive Officer 9 4 MERCK & CO., INC. DEFERRAL PROGRAM 10 5 MERCK & CO., INC. DEFERRAL PROGRAM The Deferral Program ("the Program") is intended to permit a select group of management to defer income which would otherwise be immediately payable to them under various incentive plans of Merck & Co., Inc. ("the Company"). I. ADMINISTRATION This Program is administered by the Compensation and Benefits Committee of the Company's Board of Directors. This Committee is composed of non-employee directors only. The Committee shall have responsibility for determining which investments will be available under the Program, and those investments shall be listed on Schedule I hereto. The Committee shall review the investment selections at least once every five years. The Committee shall make all decisions affecting the timing, price or amount of any and all of the Deferred Awards of participants subject to Section 16 of the Securities Exchange Act of 1934, as amended, but may otherwise delegate any of its authority under this Program. II. ELIGIBILITY Eligibility to defer under this Program will be determined in accordance with the terms of the Company's various incentive plans. However, the Committee has the authority to refuse to permit an employee to participate in this Program, if the Committee determines that such participation would jeopardize the Program's compliance with applicable law or the Program's status as a top hat plan under ERISA. III. DEFERRAL INTO A DEFERRED AWARD ACCOUNT A participant's decision to defer under the Program must be made, for annual incentive plans, prior to the commencement of the performance year during which the bonus monies to be deferred will be earned and for long-term incentive plans, prior to the commencement of the last year of the award period during which the bonus monies to be deferred will be earned. Only amounts in excess of $3,000 may be deferred. Amounts so deferred are known as "Deferred Awards" and will be credited to the participant's "Deferred Award Account". The participant 11 6 shall designate, in multiples of 1% of the Deferred Award, the portion to be allocated to each investment available under this Program. The participant shall also elect a distribution schedule for his/her Deferred Award. A participant may elect to have payments begin at the participant's actual retirement date, subsequent to that date or prior thereto. A participant may elect a lump sum or up to 15 annual installments. No installment, however, may be payable more than fifteen years after the participant's termination of employment. Deferred Awards shall be held in one account regardless of the incentive plan under which they were earned. IV. VALUATION OF DEFERRED AWARD ACCOUNTS A. Common Stock 1. Initial Crediting The 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 average of the high and low prices of the Common Stock on the New York Stock Exchange composite tape on the date cash payments are approved for the participant under the Company's relevant incentive plan ("the Award Date"). However, should the Committee determine that such valuation 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 paragraph. The Company shall credit the participant's Deferred Award Account with the number of full and partial shares of Merck Common Stock so determined. However, at no time prior to the delivery of such shares shall any shares be purchased or earmarked for such Account and the participant shall not have any of the rights of a shareholder with respect to shares credited to his/her Deferred Award Account. 2. Dividends The Company shall credit the Participant's Deferred Award Account with the number of full and partial shares of Merck Common Stock purchasable at the closing market price of the Common Stock on the New York Stock Exchange composite tape as of the date each dividend is paid on the Common Stock, with the dividends which would have been paid on the number of shares credited to such Account (including pro-rata dividends on any partial share) had the shares so credited then been issued and outstanding. 12 7 3. Redesignations The value of Merck Common Stock for purposes of redesignation shall be the closing market price of the Common Stock on the New York Stock Exchange composite tape on the day the participant's redesignation request is received by the Director, Benefits Financing (or if that day is not a business day, then on the next business day). However, if the request to redesignate is received early in the day, prior to the opening of the New York Stock Exchange, then the redesignation will be valued using the prior day's closing price. 4. Distributions Distributions of Merck Common Stock will be valued at the closing price on the New York Stock Exchange composite tape of Merck Common Stock on the distribution date. 5. Limitations Shares of Merck Common Stock to be delivered under the provisions of this Program may be delivered by the Company from its authorized but unissued shares of Common Stock or from Common Stock held in the treasury. The amount of shares available each year under this Program shall be one-tenth of one-percent of outstanding shares of Merck common stock on the last business day of the preceding calendar year plus any shares authorized under this Program in previous years but not used, minus any shares distributed under the Executive Incentive Plan after April 26, 1994. 6. 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 Committee shall make such adjustment, if any, as it may deem appropriate in the number and kind of shares of Merck Common Stock or Mutual Funds credited to participants' Deferred Award Accounts. B. Mutual Funds 1. Initial Crediting The amount allocated to each Mutual Fund shall be used to determine the number of full and partial Mutual Fund shares which such amount would purchase at the closing net asset value of the Mutual Fund shares on the Award Date. The Company shall credit the participant's Deferred Award Account with the number of full and partial Mutual Fund shares so determined. However, no Mutual Fund shares shall be purchased or earmarked for such 13 8 Account nor shall the participant have the rights of a shareholder with respect to such Mutual Fund shares. 2. Dividends The Company shall credit the participant's Deferred Award Account with the number of full and partial Mutual Fund shares 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 credited to such Account (including pro rata dividends on any partial share) had the shares then been owned by the participant for purposes of the above computation. 3. Redesignations The value of Mutual Fund shares for purposes of redesignation shall be the net asset value of such Mutual Fund at the close of business on the day on which the redesignation request is received by the Director, Benefits Financing (or if that day is not a business day, then on the next business day). However, if the request to redesignate is received early in the day, prior to the opening of the New York Stock Exchange, then the redesignation will be valued using the prior day's closing price. The participant's Account shall be credited with the number of Mutual Fund shares so determined. 4. Distributions Mutual Fund distributions will be valued based on the closing net asset value of the Mutual Fund shares on the distribution date. C. 3-Month Treasury Bill Index 1. Initial Crediting The amount allocated to the Salomon 3-Month Treasury Bill Index will be credited to the participant's Deferred Award Account at $1 per share. No Treasury Bills or Salomon 3-Month Treasury Bill Index shares will be actually purchased or earmarked for a participant's Account. 2. Interest The Company shall credit interest to the participant's Deferred Award Account at the monthly rate of return on the Salomon 3-Month Treasury Bill Index. 3. Redesignations 14 9 The value for purposes of redesignation of 3-Month Treasury Bill shares shall be $1. 15 10 4. Distributions Distributions will be valued at $1 per share. D. Bond Indices 1. Initial Crediting The amount allocated to each Bond Index shall be used to determine the number of full and partial Bond Index shares which such amount would purchase at the Bond Index at the Award Date divided by 100. The Company shall credit the participant's Deferred Award Account with the number of Bond Index shares so determined. No Bonds nor Bond Index shares will be actually purchased or earmarked for a participant's Account. 2. Redesignations The value of Bond Index shares for purposes of redesignation shall be determined by the Bond Index divided by 100 on the day on which the redesignation request is received by the Director, Benefits Financing (or if that day is not a business day, then on the next business day). However, if the request to redesignate is received early in the day, prior to the opening of the New York Stock Exchange, then the redesignation will be valued using the prior day's Bond Index. 3. Distributions Distributions of Bond Index shares will be valued at the Bond Index on the distribution date divided by 100. V. REDESIGNATION WITHIN A DEFERRED AWARD ACCOUNT A. General A participant, and the beneficiary or legal representative of a deceased participant, may redesignate amounts credited to a Deferred Award Account among the investments available under this Program. However, no such redesignation shall be made into Merck Common Stock. Participants who wish to redesignate out of a particular investment vehicle may not at the same time redesignate into such investment vehicle. No redesignation may take place 16 11 during the 30 days prior to a scheduled distribution under this Program. B. Basic Redesignation Ground Rules (1) Eligible Participants--Active employees and retired participants are eligible to redesignate; provided, however, that no participant whose balance in Merck Common Stock is less than three times such participant's annual base salary ("Annual Base Salary") may redesignate amounts from Common Stock. For the purposes of this Section V, Annual Base Salary for an active participant shall be such participant's monthly base salary at the December 31 prior to redesignation, annualized, and for a deceased or retired participant, monthly base salary at the December 31 prior to death or retirement, annualized. (2) Permitted Frequency--Redesignation may be made not more than four times in each calendar year, but redesignations out of Merck Common Stock may only be made once a calendar year. (3) Amount and Extent of Redesignation--Redesignation must be in 1% multiples of the investment from which redesignation is being made. Redesignation of amounts in Merck Common Stock is restricted to amounts in excess of three times Annual Base Salary (the "Excess"). (4) Timing--Redesignation shall take place on the day the participant's written redesignation is received by the Director, Benefits Financing (or if that day is not a business day, then on the next business day). However, if the redesignation request is received early in the day, prior to the opening of the New York Stock Exchange, then the redesignation will be valued using the prior day's numbers. (5) Beneficiaries or Legal Representatives--The beneficiary or legal representative of a deceased participant may redesignate subject to the same rules as participants. However, the beneficiary or legal representative has only one opportunity to redesignate out of Merck Common Stock but may redesignate amounts up to and including the entire value of the participant's investment in Merck Common Stock. 17 12 C. Special Rules for Redesignation Out of Common Stock (1) Material, Nonpublic Information--The Committee in its sole discretion and with advice of counsel at any time may rescind a redesignation out of Merck Common Stock if such redesignation was made by a participant who, a) at the time of the redesignation was in the possession of material, nonpublic information with respect to the Company; and b) in the Committee's estimation benefited from such information in the timing of his/her redesignation. The Committee's determination shall be final and binding. In the event of such rescission, the participant's Deferred Award Account shall be returned to a status as though such redesignation had not occurred. Notwithstanding the above, the Committee shall not rescind a redesignation if the facts were reviewed by the participant with the General Counsel of the Company or a designee prior to the redesignation and if the General Counsel or designee had concluded that such participant was not in possession of adverse material, nonpublic information. (2) 16(b) Participants--A participant subject to Section 16(b) of the Securities Exchange Act of 1934 may redesignate out of Merck Common Stock only during the "window period" beginning on the third business day following the public release of any quarterly annual statements of sales and earnings by the Company and ending on the twelfth day following such release. D. CONVERSION OF COMMON STOCK ACCOUNTS The Committee may, in its sole discretion, convert all of the shares of Merck Common Stock allocated to a participant's Deferred Award Account in the manner provided below where a position which a terminated or retired participant has taken or wishes to take is in the opinion of the Committee such as would make uncertain the propriety of the participant's having a continued interest in Merck Common Stock. The date of conversion shall be the date of commencement of such other employment or the date of the Committee's action, whichever is later. Conversion shall be from an expression of value in shares of Merck Common Stock in the participant's Deferred Award Account to an expression of value in United States dollars in another available investment. The value of the Merck Common Stock shall be based 18 13 upon its closing price on the New York Stock Exchange composite tape on the date of conversion or if no trading took place on such Exchange on such day, the next business day on which trading took place. Any conversion under this paragraph shall be irrevocable and absolute. VI. DISTRIBUTION OF DEFERRED AWARD ACCOUNTS Distribution of Deferred Award Accounts shall be made in accordance with the participant's distribution schedule pro rata by investment. Distributions from Merck Common Stock will be made in shares, with cash payable for any partial share. Distributions from Mutual Funds, Treasury Bills or Bond Indices will be in cash. Distributions will be valued on the tenth business day of the month and paid as soon thereafter as practicable. 1. Retirement A participant's retirement from active service will cause distributions of his/her Deferred Award Account to commence as soon as administratively feasible in accordance with the participant's previously elected schedule. If a participant retires from active service prior to age 65, the Committee may establish a different distribution schedule. The schedule chosen by the Committee, however, shall not be shorter than the participant's previously elected schedule unless there has been or would be a significant change in the participant's economic circumstances attributable to the participant's early retirement. If the Committee decides to change the participant's distribution schedule, the participant's Deferred Award Account must be distributed ratably over no less than five years. However, if a participant has retired at the Company's request, the limitation in the preceding sentence does not apply. 2. Death In the event of a participant's death, distributions under this Program will commence as soon as administratively feasible in accordance with his/her previously elected schedule. The participant's beneficiary or legal representative, however, may request that the Committee change such distribution schedule. 19 14 3. Hardship Distributions The Committee, in its sole discretion, may accelerate the time of distribution of a participant's Deferred Award Account, if the participant experiences severe financial hardship due to illness, accident or death in the immediate family, loss of or damage to property due to casualty, or other extraordinary and unforseeable circumstances. Such participant should provide the Committee with a statement in reasonable detail as to the nature of such financial hardship together with a statement that such acceleration is necessary to alleviate such hardship. 4. Post-Retirement Modifications A participant who has retired from active service may submit one petition to the Committee requesting an extension of the period of distribution of his/her Deferred Award Account. Any revised distribution schedule may not exceed fifteen years from the date of actual retirement, and will be effective the beginning of the next calendar year. The Committee shall in no event grant a new schedule under which the participant would cumulatively receive a greater portion of his/her Deferred Award Account as measured at the end of each calendar year. A participant who is an active employee may not make a request under this paragraph. 5. Automatic Distribution If a participant terminates employment for reasons other than death, divestiture or a separation due to reorganization, reduction in force, or elimination of the participant's job, and is not eligible to retire from active service under one of the Company's pension plans, then his/her Deferred Award Account will be automatically paid in a lump sum as soon as administratively feasible following his/her termination of employment. Furthermore, any participant who dies, retires from active service, or whose employment terminates as a result of a divestiture, or a separation due to reorganization, reduction in force, or elimination of the participant's job, but whose Deferred Award Account is valued at less than $125,000 on the date of his/her death, retirement, termination due to divestiture, or separation will have his/her Deferred Award Account distributed in a lump sum as soon as administratively feasible following his/her death, retirement, termination due to divestiture or separation. 20 15 6. Termination Due to Divestiture or Separation If a participant's employment terminates as a result of a divestiture of a division or subsidiary of the Company, or as a result of a separation due to a reorganization, reduction in force, or elimination of the participant's job, distributions under this Program will commence as soon as administratively feasible after such termination in accordance with his/her previously elected schedule or such schedule as the Committee, in its discretion, may approve. VII. DEDUCTIONS FROM DISTRIBUTIONS The Company will deduct from each distribution amounts required to be withheld for income, Social Security and other tax purposes. Such withholding will be done on a pro rata basis per investment. The Company may also deduct any amounts the participant owes the Company for any reason. VIII. BENEFICIARY DESIGNATIONS A participant under this program may designate a beneficiary to receive his/her Deferred Award Account upon the participant's death. Should the beneficiary predecease the participant or should the participant not name a beneficiary, the participant's Deferred Award Account will be distributed to the participant's estate. IX. AMENDMENTS The Committee may amend this Program at any time. However, such amendment shall not materially adversely affect any right or obligation with respect to any Deferred Award made theretofore. 951500006/7-1-95/MEKF 21 16 SCHEDULE I INVESTMENTS MERCK COMMON STOCK MUTUAL FUNDS Acorn Fund Bond Fund of America Fidelity Destiny I Fidelity Equity Income Fund Fidelity Magellan Fund Fidelity U.S. Equity Index IDS Global Bond Fund Merrill Lynch Developing Capital Markets A Scudder Growth & Income Sequoia Fund T. Rowe Price Small-Cap Value Fund T. Rowe Price International Stock Fund Templeton Growth Fund, Inc. Vanguard Wellington Fund 3-MONTH TREASURY BILL INDEX BOND INDICES Lehman Brothers Treasury Bond Index -- Intermediate-Term Lehman Brothers Treasury Bond Index -- Long-Term 7/1/95 22 EX-24.1 3 POWER OF ATTORNEY AND CERTIFIED RESOLUTION 1 EXHIBIT 24.1 POWER OF ATTORNEY Each of the undersigned does hereby appoint CELIA A. COLBERT and MARY M. McDONALD, and each of them severally, to be his or her true and lawful attorney or attorneys to execute on behalf of the undersigned (whether on behalf of Merck & Co., Inc., or as an officer or director thereof, or by attesting the seal of the Company, or otherwise) any Registration Statements in connection with the registration under the Securities Act of 1933, as amended, of shares of Common Stock of Merck & Co., Inc. which may be issued pursuant the plans and the plan interests covered by this Registration Statement, including amendments thereto and all other documents in connection therewith. IN WITNESS WHEREOF, this instrument has been duly executed as of the 28th day of November, 1995. MERCK & CO., INC. By /s/ Raymond V. Gilmartin --------------------------------------- Raymond V. Gilmartin Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer; Director) 23 2 /s/ Judy C. Lewent Senior Vice President and Chief Financial Officer - -------------------------- (Principal Financial Officer) Judy C. Lewent /s/ Peter E. Nugent Vice President, Controller - -------------------------- (Principal Accounting Officer) Peter E. Nugent DIRECTORS /s/ H. Brewster Atwater, Jr /s/ Lloyd C. Elam - ------------------------------- ------------------------------- H. Brewster Atwater, Jr. Lloyd C. Elam /s/ Derek Birkin /s/ Charles E. Exeley, Jr. - ------------------------------- ------------------------------- Derek Birkin Charles E. Exley, Jr. /s/ Lawrence A. Bossidy /s/ William N. Kelley - ------------------------------- ------------------------------- Lawrence A. Bossidy William N. Kelley /s/ William G. Bowen /s/ Samuel O. Thier - ------------------------------- ------------------------------- William G. Bowen Samuel O. Thier /s/ Johnnetta B. Cole /s/ Dennis Weatherstone - ------------------------------- ------------------------------- Johnnetta B. Cole Dennis Weatherstone /s/ Carolyne K. Davis - ------------------------------- Carolyne K. Davis 24 3 CERTIFIED RESOLUTION OF BOARD OF DIRECTORS I, Dolores O. Rosinski, Senior Assistant Secretary of Merck & Co., Inc., a Corporation duly organized and existing under the laws of the State of New Jersey, do hereby certify that the following is a true copy of a resolution adopted on October 24, 1995, at a meeting of the Directors of said Corporation held in Whitehouse Station, New Jersey, duly called in accordance with the provisions of the By-Laws of said Corporation, and at which a quorum of Directors was present: "RESOLVED, that the proper officers of Merck & Co., Inc. (the "Company") are hereby authorized and directed on behalf of the Company to prepare, execute and file with the Securities and Exchange Commission (the "SEC") Registration Statements and any and all amendments thereto, and any and all exhibits and other documents relating thereto or required by law or regulation in connection therewith, for the registration under the Securities Act of 1933 of the shares of Common Stock of the Company which may be purchased under the 1996 Incentive Stock Plan, the Non-Employee Directors Stock Option Plan and the Merck Employees Federal Credit Union Stock Option Plan and the interests in the plans covered by the USHH Incentive Plan and the Astra Merck Inc. Employee Savings and Security Plan (the "Plans"); RESOLVED, that Celia A. Colbert is hereby appointed and designated the person duly authorized to receive communication and notices from the SEC with respect to such Registration Statements or any amendments thereto and as agent for service of process; RESOLVED, that each officer, director or employee of the Company who may be required to execute such Registration Statements or any amendments thereto (whether on behalf of the Company, or as an officer or director thereof, or by attesting the seal of the Company, or on behalf of the Plans, or otherwise), is hereby authorized to execute a power of attorney appointing Celia A. Colbert and Mary M. McDonald, and each of them severally, his or her true and lawful attorney or attorneys to execute in his or her name, place and stead (in any such capacity) such Registration Statements and any and all 25 4 amendments thereto and any and all exhibits and other documents necessary or incidental in connection therewith, and to file the same with the SEC, each of said attorneys to have power to act with or without the other, and to have full power and authority to do and perform in the name and on behalf of each of said officers, directors and employees, or any of them, as the case may be, every act whatsoever necessary or advisable to be done in the premises as fully and to all intents and purposes as any such officer, director or employee might or could do in person; RESOLVED, that the proper officers of the Company are hereby authorized and directed to arrange with the New York Stock Exchange and the Philadelphia Stock Exchange for the listing of the additional shares of the Common Stock of the Company to be issued in connection with the Plans; and RESOLVED, that the proper officers of the Company, with the advice of counsel, are hereby authorized to take any action and to execute and deliver any letters, documents, agreements or other instruments as they deem necessary, appropriate or desirable to carry out the purposes and intents of this Special Resolution." IN WITNESS WHEREOF, I have hereunto subscribed my signature and affixed the seal of the Corporation this 28th day of November, 1995. [Corporate Seal] /s/ Dolores A. Rosinski -------------------------------------- Senior Assistant Secretary 26 -----END PRIVACY-ENHANCED MESSAGE-----