2020 CEO Performance Share Unit terms for grant under the Merck & Co., Inc. 2019 Incentive Stock Plan

II.DEFINITIONS. For the purpose of these Award Terms:

“Award Period” means the three-year period commencing on January 1, 2020 and ending on December 31, 2022.

“Code” means the Internal Revenue Code of 1986 or any successor thereto.

“Earnings Per Share or EPS” means the Company’s net income divided by the weighted average of the number of shares of Company common stock on a fully diluted basis during the Award Period.

The above result shall be adjusted to exclude charges or items from the measurement of performance relating to (1) fluctuations in foreign exchange rates versus Plan rates; (2) the impact of significant unplanned acquisitions and/or divestitures, extraordinary items and other unusual or non-recurring charges and/or events; (3) an event either not directly related to Company operations or not reasonably within the control of Company management; (4) the effects of significant accounting changes in accordance with U.S. GAAP, or other significant legislative changes; (5) gains or losses arising from investments in equity securities, whether realized or unrealized and (6) the impact of share repurchases above or below Plan levels.

“EPS Performance Payout” means the percentage of Target Shares to be paid out based upon the Company’s EPS goal as determined under paragraph C of Section III.

“Final Award” means the percentage of the Target described in Section III hereof.

“Grant Date” means the date as of which a Performance Share Unit is granted.

“Peer Healthcare Companies" are the healthcare companies used by the Committee in evaluating the Company’s TSR Performance for the entire Award Period. For 2020 and for so long thereafter during the Award Period that such companies are publicly traded on a nationally recognized stock exchange, the following are the Peer Healthcare Companies except as described below.

The Committee intends that the Peer Healthcare Companies be subject to such adjustment as may be necessary to reflect merger, reorganization, recapitalization, extraordinary cash dividend, combination of shares, consolidation, rights offering, spin off, split off, split up, bankruptcy, liquidation, acquisition, or other similar change in any Peer Healthcare Company.

“Performance Share” means a phantom share of Common Stock. Until distributed pursuant to Article VI, Performance Shares shall not entitle the holder to any of the rights of a holder of Common Stock, including voting rights; provided, however, that the Committee retains the right to make adjustments as described in Section 7 of the Merck ISP.

“Performance Unit Grantee” or “Grantee” means an eligible employee who receives a Performance Share Unit.

“Performance Share Unit” or “PSU” means an award of Performance Shares as described in these Award Terms.

“Restricted Period” has the meaning set forth in Appendix B.

“Target Shares” means the number of Performance Shares that will be distributable if the Performance Measures are achieved at the level identified as “target” for the entire Award Period.

“Total Shareholder Return” or “TSR” means the change in value of one share of a company’s Common Stock over the Award Period, taking into account both stock price appreciation (or depreciation) and the reinvestment of dividends. The beginning and ending stock prices will be based on the average closing stock prices during the months of December as applicable. TSR will be calculated on a compound annualized basis over the Award Period.

“TSR Performance Payout” means the percentage of Target Shares to be paid out based upon the Company’s TSR Performance as determined under paragraph B of Section III.

The Performance Unit Grantee shall vest in the number of PSUs to the extent provided for in this Section III unless otherwise provided for in Section V (“Termination of Employment”).

A.Performance Metrics. The Final Award will equal the TSR Performance Payout plus the EPS Performance Payout in the proportions determined in Paragraph D below.

B.TSR Performance Payout. The TSR Performance Payout shall be determined as follows:

1.     If the Company’s annualized TSR is greater than the median of the annualized TSR of the Peer Healthcare Companies, then the TSR Performance Payout will equal 100% plus five times the difference in percentage points up to a maximum of 200%; provided, however, that if the Company’s annualized TSR is negative, then in no event will the TSR Performance Payout be greater than 100%.

For example, if the Company’s annualized TSR is 25% and the median annualized TSR of the Peer Healthcare Companies is 20%, then the TSR Performance Payout would be 125% [100% + ((25% - 20%) x 5%)].

2.    If the Company’s TSR is less than the median of the annualized TSR among the Peer Healthcare Companies, then the TSR Performance Payout will equal 100% minus five times the difference in percentage points; provided, however, that if such median exceeds the Company’s TSR by more than 10 percentage points, no TSR Performance Payout will be earned with respect to this portion of the PSU.

C.EPS Performance Payout. The EPS Performance Payout shall be determined in accordance with the following performance schedule:

2020 OriginalCo EPS

2020 through 2022 for OriginalCo and RemainCo

Payout Percentages corresponding to performance between two discrete values in the table will be interpolated.

1.     If the Spin-Date is after January 1, 2020 and before December 31, 2021,

    a.    For RemainCo Grantees, the Final Award will equal the sum of (x) TSR Payout Percent for the entire Award Period TIMES Target Shares TIMES 66.67 percent and (y) the 2020 OriginalCo EPS Payout Percentage TIMES Target Shares TIMES 33.33 percent.

    b.    For NewCo Grantees, the Final Award will equal 100 percent Target Shares.

2.    If the Spin-Off does not occur, the Final Award for all grantees will equal the sum of (x) TSR Payout Percent for the entire Award Period TIMES Target Shares TIMES 50 percent and (y) 2020 through 2022 EPS Payout Percentage for OriginalCo and RemainCo TIMES Target Shares TIMES 50 percent.

E.Maximum Award. Anything in these Award Terms to the contrary notwithstanding, the Final Award shall be reduced to the extent necessary to reflect that the value of the Final Award may not exceed four times the Target Share, valued as of the Grant Date.

During the Award Period, dividend equivalents will be accrued on the Performance Shares if and to the extent dividends are paid by the Company on Merck Common Stock. Payment of such dividends will be made, without interest or earnings, at the end of the Award only on the Final Award. Such dividends shall be paid as additional shares in an amount equal to the sum of the dividends paid during the Award Period on the Final Award divided by the price of a share of Merck common stock on the date the Final Award is determined. If any portion of this PSU award lapses, is forfeited or expires, no dividend equivalents will be credited or paid on such portion. Any payment of dividend equivalents will be reduced to the extent necessary for the Company to satisfy any tax or other withholding obligations.

A.General Rule. If the Grantee’s employment is terminated during the Award Period before January 1, 2021 for any reason other than those specified in the following paragraphs, this PSU award will be forfeited on the date employment ends.

B.Retirement or Other Reason. If the Grantee’s employment terminates for retirement or any other reason not specified in this Article V on or after January 1, 2021, then this PSU Award will continue and be distributable in

full at the time active Grantees receive distributions with respect to the Award Period based on the Final Award as if employment had continued.

C.Death. If the Grantee’s employment terminates due to death during the Award Period, all of this PSU Award will continue and be distributed to his or her estate at the time active Grantees receive such distributions with respect to this PSU Award, based on the Final Award. If the Grantee dies while any portion of this PSU Award remains outstanding, but after employment terminates for the reasons listed under paragraphs B or E of this section, the portion that remains outstanding will continue and be distributable at the time active Grantees receive such distributions with respect to that Award Period based on the Final Award.

D.Misconduct. If the Grantee’s employment is terminated as a result of deliberate, willful or gross misconduct, this PSU Award will be forfeited immediately upon the Grantee’s receipt of notice of such termination.

E.Disability. If the Grantee’s employment is terminated during the Award Period and the Company determines that such termination resulted from inability to perform the material duties of his or her role by reason of a physical or mental infirmity that is expected to last for at least six months or to result in death, whether or not he or she is eligible for disability benefits from any applicable disability program, then this PSU Award will continue and be distributable in accordance with its terms as if employment had continued based on the Final Award and will be distributed at the time active PSU Grantees receive distributions with respect to this PSU Award.

F.Joint Venture Service. A transfer of the Grantee’s employment to a joint venture, including, in the case of grants to Legacy Merck Employees, any other entity in which the Company has determined that it has a significant business or ownership interest, is not considered termination of employment for purposes of this PSU Award. Such employment must be approved by, and contiguous with employment by, the Company. The terms set out in paragraphs A-E above apply to this PSU Award while the Grantee is employed by the joint venture or other entity.

A.General Rule. Following the end of the Award Period, each Grantee shall be entitled to receive a number of shares of Common Stock equal to the Final Award plus the shares for accrued dividend equivalents set forth in Section IV, rounded to the nearest whole number (no fractional shares shall be issued). Such distribution shall be made as soon as administratively feasible, but in no event later than the end of the calendar year in which the Final Award is determined in accordance with Section III. Unless otherwise determined by the Committee, the Company shall withhold any applicable taxes directly from a Performance Share Unit before it is denominated in actual shares of Common Stock.

B.Death. In the case of distribution on account of the Grantee’s death, the portion of the Performance Share Unit distributable shall be distributed to the Grantee’s estate. Unless the Committee determines otherwise, the Company will withhold any applicable taxes directly from a Performance Unit before it is denominated in actual shares of Common Stock.

C.Violation of Restrictive Covenants. If the Grantee violates the Restrictive Covenants as set forth in Appendix B during the Restricted Period, this entire Award, and any accumulated dividend equivalents, shall immediately lapse and be forfeited.

Prior to distribution pursuant to Section VI, the PSU Award shall not be transferable, assignable or alienable except by will or the laws of descent or distribution following the Grantee’s death.

The Company may, in its sole discretion, decide to deliver any documents related to the PSU or future PSUs that may be granted under the Plan by electronic means or request your consent to participate in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an online or electronic system established and maintained by the Company or a third party designated by the Company.

In addition to the Committee’s powers set forth in the Merck ISP, anything in these Award Terms to the contrary notwithstanding, the Committee may revise the terms of any PSU not yet granted or, granted but prior to the end of an Award Period if unforeseen events occur and which, in the judgment of the Committee, make the application of the Terms of this PSU Award unfair and contrary to their intentions unless a revision is made.

A.PSUs Subject to Clawback. This PSU Award will be subject to recoupment in the event of violations of the Company policy for Recoupment of Compensation for Compliance violations as set forth in Appendix A as amended from time to time. In addition, PSUs, and any proceeds therefrom, are subject to the Company’s right to reclaim their benefits in the event of a significant restatement of financial results for any Award Period, pursuant to the process described below.

1.The Audit Committee of the Board will review the issues and circumstances that resulted in a restatement of financial results to determine if the restatement was significant and make an initial determination of the cause of the restatement—that is whether the restatement was caused, in whole or in part, by Executive Fault (as those terms are defined below); and

2.The Compensation and Benefits Committee of the Board will (a) recalculate the Company's results for any Award Period with respect to PSUs that included an Award Period which occurred during the restatement period; and (b) if it is determined that such restatement was caused in whole or in part by the Executive's Fault, the Compensation and Benefits Committee will seek reimbursement from the Executive of that portion of the payout of the PSU that the Executive received within 18 months of the restatement based on the erroneous financial results.

B.“Executive” means executive officers for the purposes of the Securities Exchange Act of 1934, as amended.

C.“Fault” means fraud or willful misconduct. "Willful misconduct" is generally viewed as dereliction of a duty or unlawful or improper behavior committed voluntarily and intentionally; something more than negligence. If the Audit Committee determines that Fault may have been a factor causing the restatement, the Audit Committee will appoint an independent investigator whose determination shall be final and binding.

D.Exclusions from Clawback. This Section does not apply to restatements that the Audit Committee determines (1) are required or permitted under generally accepted accounting principles (“GAAP”) in connection with the adoption or implementation of a new accounting standard or (2) are caused due to the Company's decision to change its accounting practice as permitted under GAAP.

E.Compliance Violations. For employees in Band 600 and above, this PSU will be subject to recoupment in the event of certain violations of Company policy in accordance with the Company’s policy for Recoupment of Compensation for Compliance Violations, as set forth in Appendix A (as may be amended from time to time).

Upon the occurrence of a Change-in-Control (as such term is defined in the Merck ISP), the Final Award shall be 100%. The Final Award will be distributed at the same time and in the same manner as described in Section VI.

If the Company terminates the Grantee’s employment for any reason other than Misconduct, as provided above (1) during the Award Period and (2) within two years following a Change-in-Control, the Final Award will be 100% and will be distributed when distributed to active Grantees.

XII.SECTION 409A COMPLIANCE.

Anything in the ISP or these Award Terms to the contrary notwithstanding, no distribution of PSUs may be made unless in compliance with Section 409A of the Code or any successor thereto. In addition, distributions, if any, to a “Specified Employee” as defined in Treas. Reg. Sec. 1.409A-1(i) or any successor thereto, to the extent required by Section 409A of the Code, made due to a separation from service (as defined in Section 409A) will not be made before the first day of the sixth month following the separation from service, in the same form as they would have been made had this restriction not applied; provided further, that no dividend or dividend equivalents will be paid, accrued or accumulated in respect of the period during which distribution was suspended.

Non-Compete. The Grantee agrees that to the extent permitted by law, during his employment with the Company and/or one of its affiliates and until December 31, 2022 (the “Restricted Period”) he will not, without the prior written consent of the Board, engage, directly or indirectly, whether as officer, director, board member, owner, principal, agent, distributor, representative, consultant, employee, partner, advisor or in any other capacity with any company that is directly or indirectly engaged in the business of researching, developing, producing, marketing or selling any products, technology or services that competes with or upon commercialization will compete with any (a) product, technology  or service developed,  marketed or sold by the Company or any of its Affiliates or (b) product, technology or service known by him to be in development by the Company or any of its Affiliates.  Nothing herein will prohibit the Grantee from acquiring or holding not more than 1 percent of any class of publicly traded securities of any business.

Non-Solicit. During the Restricted Period, the Grantee will not, directly or indirectly, solicit, or induce any other person to solicit, any employee of the Company or its affiliates to leave his or her employment.

Forfeiture. If the Company determines that the Grantee has violated the restrictive covenants set forth in this Appendix B, then he agrees and covenants that this entire Award, including any accumulated dividends, will be immediately forfeited. This remedy is not the Company’s exclusive remedy. The Company reserves all other rights and remedies available to it at law or in equity.