Merck Deferred Stock Units Sample Clauses

Merck Deferred Stock Units. Each outstanding Merck Deferred Stock Unit shall be adjusted or convertedas set forth in this Section 6.03. For the avoidance of doubt, the remainder of this Section 6.03 applies only to grants made under the Merck Directors’ DCP (or any successor or predecessor plan), while Section 6.01 is intended to apply to other programs included within the Merck Stock Programs. Each holder of a Merck Deferred Stock Unit that remains outstanding as of immediately prior to the Distribution Date (regardless of by whom held, whether vested or unvested), shall be converted concurrently with the Distribution on the Distribution Date into an Adjusted Merck Deferred Stock Unit Award. Except as set forth in this Section 6.03(a), all Adjusted Merck Deferred Stock Unit Awards issued in accordance with this Section 6.03(a) shall be subject to substantially the same terms and conditions (including with respect to vesting) immediately following the Distribution Date as applicable immediately prior to the Distribution Date for those Merck Deferred Stock Units from which such Adjusted Merck Deferred Stock Unit Awards were converted; provided, however, that with respect to each Merck Deferred Stock Unit converted in accordance with the immediately preceding sentence the number of units represented by an Adjusted Merck RSU Award (if any) shall be equal to (1) the number of units subject to the Merck Deferred Stock Unit immediately prior to the Distribution Date, multiplied by (2) the Merck Conversion Ratio, rounded to the nearest unit. To the maximum extent permitted by Treasury Regulations Section 1.409A-1(h)(4), a member of the Merck Board who no longer serves on the Merck Board immediately following the Distribution Date shall be considered to have undergone a “separation from service” for purposes of Code Section 409A and the Merck Directors’ DCP.