Table of Contents

         
As Filed with the Securities and Exchange Commission on July 5, 2007
  Registration No. 333-                                        
 
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
ASML Holding N.V.
(Exact Name of Registrant as Specified in Its Charter)
     
The Netherlands
(State or Other Jurisdiction of Incorporation or Organization) 		  Not Applicable
(IRS Employer Identification No.)
De Run 6501
5504 DR Veldhoven
The Netherlands
Tel: 31-40-268-3000
(Address of Principal Executive Offices)
 
ASML Stock Option Plan for Incentive or New Hire Options granted to Senior and Executive Management (Version January 2007)
ASML Stock Option Plan for Incentive or New Hire Options granted to Employees (Version January 2007)
ASML Stock Option Plan for Incentive or New Hire Options granted to Senior and Executive Management (Version April 2007)
ASML Stock Option Plan for Incentive or New Hire Options granted to Employees (Version April 2007)
ASML Stock Option Plan for Incentive or New Hire Options granted to Senior and Executive Management (Version July 2007)
ASML Stock Option Plan for Incentive or New Hire Options granted to Employees (Version July 2007)
ASML Stock Option Plan for Incentive or New Hire Options granted to Senior and Executive Management (Version October 2007)
ASML Stock Option Plan for Incentive or New Hire Options granted to Employees (Version October 2007)
ASML Performance Stock Plan for Members of the Board of Management (Version 1)
ASML Performance Stock Option Plan for Members of the Board of Management (Version 2)
ASML US, Inc.
8555 South River Parkway
Tempe, Arizona 85284
(Name and Address of Agent For Service)
480 383 4422
(Telephone Number, Including Area Code, of Agent For Service)
Copy to:
Richard A. Ely, Esq.
Skadden, Arps, Slate, Meagher & Flom (UK) LLP
40 Bank Street
Canary Wharf, London E14 5DS
United Kingdom
CALCULATION OF REGISTRATION FEE
                             
 
  Title of Each Class of                          
  Securities to be     Amount to be     Proposed Maximum     Proposed Maximum     Amount of Registration Fee  
  Registered     Registered (1)     Offering Price per Share(2)     Aggregate Offering Price      
 
Ordinary shares, nominal value EUR 0.02 per share
    622,159      $27.12      $16,875,076.79      $519   
 
 
(1)   This Registration Statement shall also cover any additional ordinary shares of ASML Holding N.V. which become issuable under the (i) ASML Stock Option Plan for Incentive or New Hire Options granted to Senior and Executive Management (Version January 2007); (ii) ASML Stock Option Plan for Incentive or New Hire Options granted to Employees (Version January 2007); (iii) ASML Stock Option Plan for Incentive or New Hire Options granted to Senior and Executive Management (Version April 2007); (iv) ASML Stock Option Plan for Incentive or New Hire Options granted to Employees (Version April 2007); (v) ASML Stock Option Plan for Incentive or New Hire Options granted to Senior and Executive Management (Version July 2007); (vi) ASML Stock Option Plan for Incentive or New Hire Options granted to Employees (Version July 2007); (vii) ASML Stock Option Plan for Incentive or New Hire Options granted to Senior and Executive Management (Version October 2007); (viii) ASML Stock Option Plan for Incentive or New Hire Options granted to Employees (Version October 2007); (ix) ASML Performance Stock Plan for Members of the Board of Management (Version 1); and (x) ASML Performance Stock Option Plan for Members of the Board of Management (Version 2) (collectively, the “Plans”) by reason of any share dividend, share split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of Ordinary Shares, nominal value EUR 0.02 per share (“Ordinary Shares”) registered hereunder.
 
(2)   Pursuant to Rule 457(h) under the Securities Act of 1933 (the “Securities Act”), the proposed maximum offering price of the Ordinary Shares being registered hereby is the price at which the options may be exercised, where the offering price has been determined, and, where the offering price is not yet known, upon the basis determined in accordance with Rule 457(c).
 
 

 

TABLE OF CONTENTS

PART I
PART II
Item 3. Incorporation of Documents by Reference
Item 4. Description of Securities
Item 5. Interests of Named Experts and Counsel
Item 6. Indemnification of Directors and Officers
Item 7. Exemption from Registration Claimed
Item 8. Exhibits
Item 9. Undertakings
SIGNATURES
Exhibit Index
EX-4.3
EX-4.4
EX-4.5
EX-4.6
EX-4.7
EX-4.8
EX-4.9
EX-4.10
EX-4.11
EX-4.12
EX-5.1
EX-23.1

Table of Contents

PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
All information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933 and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with or furnished to the Securities and Exchange Commission (the “Commission”) by ASML Holding N.V. (the “Registrant”) pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”) are incorporated herein by reference:
(a) the Registrant’s Annual Report on Form 20-F for the fiscal year ended December 31, 2006;
(b) the Registrant’s Report of a Foreign Private Issuer on Form 6-K furnished to the Commission on April 19, 2007; and
(c) the description of the Ordinary Shares, contained in the Registrant’s Report of a Foreign Private Issuer on Form 6-K furnished to the Commission on May 11, 2007.
All documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, and, to the extent designated therein, certain reports on Form 6-K we submit to the Commission after the date hereof, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document that is or is deemed to be incorporated by reference herein modifies or supersedes such previous statement. Any statement so modified or superseded shall not be deemed to constitute a part of this Registration Statement, except as so modified or superseded.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The legality of the securities offered hereby has been passed upon by the general counsel of the Registrant, who participates in stock option plans of the Registrant.
Item 6. Indemnification of Directors and Officers.
The articles of association of the Registrant require the Registrant to indemnify members of the supervisory board and board of management against liabilities (including legal expenses) incurred due to acts or omissions in acting in such capacity, except (i) to the extent that a court in the Netherlands irrevocably establishes that such acts or omissions are the result of willful misconduct or intentional recklessness (unless the denial of indemnification or reimbursement of expenses would be, in view of all circumstances, contrary to reasonableness and fairness), and (ii) to the extent that such losses are reimbursed by insurance. In addition, the Registrant’s articles of association provide that at each ordinary annual general meeting of shareholders, the shareholders may discharge the supervisory board and the board of management from liability for the performance of their respective duties in the preceding financial year. Under Netherlands’ law, this discharge is not absolute, and would not be effective as to any matter not disclosed in the annual accounts of the Registrant and the report of the board of management, as presented to or adopted by the general meeting of shareholders. Members of the board of management and the supervisory board of the Registrant are also party to agreements with the Registrant providing for indemnification by the Registrant in circumstances similar to those provided for in the Registrant’s articles of association as described above. In addition, members of the board of management, the supervisory board and certain officers of the Registrant are, to a limited extent, insured under an insurance policy against damages resulting from their conduct when acting in their capacities as such.

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Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
     
Exhibit No.   Description
 
4.1
  English Translation of the Articles of Association of the Registrant (incorporated by reference to Exhibit 1.1 to Amendment No. 10 to the Registrant’s Registration Statement on Form 8-A filed with the Commission on May 11, 2007)
 
   
4.2
  Specimen Certificate for New York Shares (incorporated by reference to Exhibit 1.1 to Amendment No. 4 to the Registrant’s Registration Statement on Form 8-A filed with the Commission on June 6, 2000)
 
   
4.3
  Terms and Conditions of the ASML Stock Option Plan for Incentive or New Hire Options granted to Senior and Executive Management (Version January 2007)*
 
   
4.4
  Terms and Conditions of the ASML Stock Option Plan for Incentive or New Hire Options granted to Employees (Version January 2007)*
 
   
4.5
  Terms and Conditions of the ASML Stock Option Plan for Incentive or New Hire Options granted to Senior and Executive Management (Version April 2007)*
 
   
4.6
  Terms and Conditions of the ASML Stock Option Plan for Incentive or New Hire Options granted to Employees (Version April 2007)*
 
   
4.7
  Terms and Conditions of the ASML Stock Option Plan for Incentive or New Hire Options granted to Senior and Executive Management (Version July 2007)*
 
   
4.8
  Terms and Conditions of the ASML Stock Option Plan for Incentive or New Hire Options granted to Employees (Version July 2007)*
 
   
4.9
  Terms and Conditions of the ASML Stock Option Plan for Incentive or New Hire Options granted to Senior and Executive Management (Version October 2007)*
 
   
4.10
  Terms and Conditions of the ASML Stock Option Plan for Incentive or New Hire Options granted to Employees (Version October 2007)*
 
   
4.11
  Terms and Conditions of the ASML Performance Stock Plan for Members of the Board of Management (Version 1)*
 
   
4.12
  Terms and Conditions of the ASML Performance Stock Option Plan for Members of the Board of Management (Version 2)*
 
   
5.1
  Opinion of Robert F. Roelofs regarding the legality of the securities being registered*
 
   
23.1
  Consent of Deloitte Accountants B.V.*
 
   
23.2
  Consent of Robert F. Roelofs (included in his opinion filed as Exhibit 5.1)*
 
   
24.1
  Power of Attorney (included on the signature page of this Registration Statement)*
 
*   Filed herewith
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
  (i)   to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

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  (ii)   to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and
 
  (iii)   to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;
provided , however , that paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply if the information required to be included in a post-effective amendment of this Registration Statement by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

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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 authorized, in the city of Veldhoven, The Netherlands on this, the 3rd day of July 2007.
         
  ASML Holding N.V.
  		 
  By:  /s/ Eric Meurice    
    Eric Meurice   
    President, Chief Executive Officer and
Chairman of the Board of Management  		 
 
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes Eric Meurice, Peter T.F.M. Wennink and Robert F. Roelofs (with full power to each of them to act alone), with full power of substitution and resubstitution, to execute in the name and on behalf of such person any amendment (including any post-effective amendment) to this Registration Statement (or any other Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933) and to file the same, with exhibits thereto, and any other documents in connection therewith, making such changes in this Registration Statement as the person(s) so acting deems appropriate, and appoints each of such person, each with full power of substitution and resubstitution, attorney-in-fact to sign any amendment (including any post-effective amendment) to this Registration Statement (or any other Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933) and to file the same with exhibits thereto, and any other documents in connection therewith.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons, in the capacities indicated on this, the 3rd day of July 2007.
         
 
 
  /s/ Eric Meurice    
 
 
 
Eric Meurice 		   
 
  President, Chief Executive Officer and    
 
  Chairman of the Board of Management    
 
       
 
       
 
  /s/ Peter T.F.M. Wennink    
 
 
 
Peter T.F.M. Wennink 		   
 
  Executive Vice President and Chief    
 
  Financial Officer, Member of Board of    
 
  Management (Principal Accounting Officer and Principal Financial Officer)    

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  /s/ Arthur P.M. van der Poel    
  Arthur P.M. van der Poel   
  Chairman of the Supervisory Board   
 
         
     
  /s/ Jan A. Dekker     
  Jan A. Dekker   
  Member of the Supervisory Board   
 
         
     
  /s/ Fritz W. Fröhlich     
  Fritz W. Fröhlich   
  Member of the Supervisory Board   
 
         
     
  /s/ Jos W.B. Westerburgen     
  Jos W.B. Westerburgen   
  Member of the Supervisory Board   
 
         
     
  /s/ Ieke C.J. van den Burg     
  Ieke C.J. van den Burg   
  Member of the Supervisory Board   
 
         
     
  /s/ O.B. Bilous     
  O.B. Bilous   
  Member of the Supervisory Board   
 
         
     
  /s/ W.T. Siegle     
  W.T. Siegle   
  Member of the Supervisory Board   
 
         
  ASML US, INC.
Authorized Representative in the United States:
  		 
  /s/ Peter T.F.M. Wennink     
  Peter T.F.M. Wennink   
  Authorized Officer   

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Exhibit Index
     
Exhibit No.   Description
 
4.1
  English Translation of the Articles of Association of the Registrant (incorporated by reference to Exhibit 1.1 to Amendment No. 10 to the Registrant’s Registration Statement on Form 8-A filed with the Commission on May 11, 2007)
 
   
4.2
  Specimen Certificate for New York Shares (incorporated by reference to Exhibit 1.1 to Amendment No. 4 to the Registrant’s Registration Statement on Form 8-A filed with the Commission on June 6, 2000)
 
   
4.3
  Terms and Conditions of the ASML Stock Option Plan for Incentive or New Hire Options granted to Senior and Executive Management (Version January 2007)*
 
   
4.4
  Terms and Conditions of the ASML Stock Option Plan for Incentive or New Hire Options granted to Employees (Version January 2007)*
 
   
4.5
  Terms and Conditions of the ASML Stock Option Plan for Incentive or New Hire Options granted to Senior and Executive Management (Version April 2007)*
 
   
4.6
  Terms and Conditions of the ASML Stock Option Plan for Incentive or New Hire Options granted to Employees (Version April 2007)*
 
   
4.7
  Terms and Conditions of the ASML Stock Option Plan for Incentive or New Hire Options granted to Senior and Executive Management (Version July 2007)*
 
   
4.8
  Terms and Conditions of the ASML Stock Option Plan for Incentive or New Hire Options granted to Employees (Version July 2007)*
 
   
4.9
  Terms and Conditions of the ASML Stock Option Plan for Incentive or New Hire Options granted to Senior and Executive Management (Version October 2007)*
 
   
4.10
  Terms and Conditions of the ASML Stock Option Plan for Incentive or New Hire Options granted to Employees (Version October 2007)*
 
   
4.11
  Terms and Conditions of the ASML Performance Stock Plan for Members of the Board of Management (Version 1)*
 
   
4.12
  Terms and Conditions of the ASML Performance Stock Option Plan for Members of the Board of Management (Version 2)*
 
   
5.1
  Opinion of Robert F. Roelofs regarding the legality of the securities being registered*
 
   
23.1
  Consent of Deloitte Accountants B.V.*
 
   
23.2
  Consent of Robert F. Roelofs (included in his opinion filed as Exhibit 5.1)*
 
   
24.1
  Power of Attorney (included on the signature page of this Registration Statement)*
 
*   Filed herewith

7

 

Exhibit 4.3
(ASML LOGO)
Terms and Conditions
For Incentive or New Hire Options granted to
Senior and Executive Management
under the ASML Stock Option Plan
(Version January 2007)

 

 

TABLE OF CONTENTS
         
Related documents
    2  
Article 1 - Definitions
    3  
Article 2 - Scope and Object
    5  
Article 3 - Acquisition of Options
    5  
Article 4 - Acceptance of the Options
    5  
Article 5 - Option Period
    6  
Article 6 - Exercise Price
    6  
Article 7 - Transferability of the Option
    6  
Article 8 - Exercise of the Option
    8  
Article 9 - Dilution of Capital
    9  
Article 10 - Taxes and Costs
    9  
Article 11 - Prevention of Insider Trading
    10  
Article 12 - Notices
    10  
Article 13 - Disputes
    10  
Article 14 - Amendments
    10  
 
       
Related documents
       
 
       
In these Option Conditions reference is made to the following documents:
       
—   ASML Stock Option Plan (version 2)
       
—   ASML Insider Trading Rules
       
These documents may be consulted on the ASML Intranet.
       
      
TERMS AND CONDITIONS FOR INCENTIVE OR NEW HIRE OPTIONS   2 of 10
GRANTED TO SENIOR AND EXECUTIVE MANAGEMENT    
UNDER THE ASML STOCK OPTION PLAN — (Version January 2007)    

 

 

Article 1 — Definitions
In these Option Terms and Conditions and in related documents, the following terms shall have the meanings as defined in this Article, unless explicitly stated otherwise.
         
ASML
  :   ASML Holding N.V., having its business address at De Run 6501 in Veldhoven;
 
       
ASML Group Company
  :   an affiliated company of ASML, in which the affiliation is determined by section 24c of Book 2 of the Dutch Civil Code, irrespective of the jurisdiction of such company and irrespective of the place where it has its registered office;
 
       
Date of Grant
  :   the date on which the Option is granted in writing, which date is fixed at January 19 th , 2007;
 
       
Embargo Period
  :   the period from January 19 th , 2007 up to and including January 18th, 2010;
 
       
Employee
  :   a natural person who on the Date of Grant is employed by ASML in job grades 92 through 95 and who is on her or an ASML Group Company’s payroll on that date;
 
       
Employer
  :   ASML or ASML Group Company that employs Employee on the Date of Grant;
 
       
Exercise Price
  :   the price for which Option Holder may acquire one Share upon the exercise of one Option;
 
       
Option
  :   a right granted by Employer to Option Holder to acquire one Share at the end of the Option Period or the Revised Option Period against payment of the Exercise Price during the Option Period. Options granted to United States residents or citizens will give such Option Holders the right to acquire Shares quoted on the NASDAQ while Options granted to all other Option Holders will give the right to acquire Shares quoted on the AEX;
 
       
Option Conditions
  :   the present Terms and Conditions for Incentive or New Hire Options granted to Senior and Executive Management under the ASML Stock Option Plan – version January
      
TERMS AND CONDITIONS FOR INCENTIVE OR NEW HIRE OPTIONS   3 of 10
GRANTED TO SENIOR AND EXECUTIVE MANAGEMENT    
UNDER THE ASML STOCK OPTION PLAN — (Version January 2007)    

 

 

         
 
      2007, including any modifications subsequently introduced herein in conformity with the same;
 
       
Option Holder
  :   the holder of an Option, being the person to whom an Option has been granted in writing and who at the time of granting of such Option is an Employee of ASML or who has become the holder of such Option by virtue of being Employee’s heir;
 
       
Option Period
  :   the period during which the Option may be exercised;
 
       
Option Rules
  :   the ASML Stock Option Plan (version 2) including any modifications subsequently introduced therein in conformity with the same, on which these Option Conditions are based;
 
       
Revised Option Period
  :   the applicable Option Period for all – or a part of – the Options after approval by Employer of a request by Option Holder as mentioned in Article 8;
 
       
Share
  :   an ordinary share with a nominal value of EURO 0.02 (two EURO Cents) in the share capital of ASML, which share is listed on the Euronext Amsterdam (“AEX”) in the Netherlands, or the NASDAQ Stock Market (“NASDAQ”), New York City, New York, USA, which share is acquired by Option Holder by exercising an Option granted under these Option Conditions;
 
       
Termination for Cause
  :   Cause shall mean (i) any act of personal dishonesty taken by Employee in connection with his or her responsibilities as Employee and intended to result in a personal enrichment of Employee, (ii) conviction of a felony, (iii) a willful act by Employee that constitutes gross misconduct and is injurious to Employer, and (iv) continued violations by Employee of his or her obligations to Employer which are demonstrably willful and deliberate on his or her part after (a) there has been delivered to Employee a written demand for performance from Employer that describes the basis for the belief that he or she has not substantially performed his or her duties set forth in specific goals to cure such defaults, and (b) he or she has been given 30 (thirty) days during which he or she has been unable to
      
TERMS AND CONDITIONS FOR INCENTIVE OR NEW HIRE OPTIONS   4 of 10
GRANTED TO SENIOR AND EXECUTIVE MANAGEMENT    
UNDER THE ASML STOCK OPTION PLAN — (Version January 2007)    

 

 

         
 
      cure such failure to perform his or her duties. For Employees who are resident in the Netherlands, the term Cause shall have the meaning as stated in section 7:677 in conjunction with section 7:678 of the Dutch Civil Code at that time.
The terms defined above in the singular or in the plural shall also comprise the plural and vice versa, unless in the case concerned it can be inferred otherwise from the text of the Option Conditions.
Article 2 — Scope and Object
These Option Conditions are part of the Option Rules and contain the terms and conditions that are applicable to Option Holder pursuant to Article IV of the Option Rules.
Option Holder is aware of the fact that the value of the shares may fluctuate, and that ASML does not guarantee that Option Holder shall derive any benefit from the Options granted under this ASML Stock Option Plan – version January 2007.
Nothing in these Option Conditions or related documents by themselves or in combination shall be construed as an expressed or implied contract of employment or a guarantee of continued future employment.
Article 3 — Acquisition of Options
Employee is granted Options under these Option Conditions on the Date of Grant by Employer. The Options are granted in writing.
Article 4 — Acceptance of the Options
4.1   The Options shall be granted under the dissolving condition that within 10 (ten) days after the Date of Grant, Employee does not inform Employer in writing that Employee does not wish these Options to be granted to Employee;
4.2   By not rejecting the grant as described in paragraph 1 of this Article, Employee accepts all of the Options granted pursuant to these Option Conditions;
4.3   Effective from the Date of Grant an Option Agreement will come into existence, unless Employee has rejected the Options as described in paragraph 1 of this Article.
      
TERMS AND CONDITIONS FOR INCENTIVE OR NEW HIRE OPTIONS   5 of 10
GRANTED TO SENIOR AND EXECUTIVE MANAGEMENT    
UNDER THE ASML STOCK OPTION PLAN — (Version January 2007)    

 

 

Article 5 — Option Period
5.1   The Option Period shall be 10 (ten) years, counting from the Date of Grant and shall thus end on January 18 th , 2017;
5.2 Options may only be exercised within the Option Period;
5.3   Options that have not been exercised within the Option Period shall lapse after the expiration of the Option Period;
5.4   Notwithstanding the provisions of paragraphs 1 through 3 of this Article, the Option Period may be extended under the circumstances as referred to in Article 8.5 by a maximum period of 12 (twelve) months.
Article 6 — Exercise Price
The Exercise Price shall be equal to the closing price “cum dividend” of an ordinary ASML Share on the Euronext Amsterdam (“AEX”) in the Netherlands on the Date of Grant. For United States residents or citizens, the Euro denominated Exercise Price will be converted into a United States Dollar Exercise Price by taking the Exercise Price defined in the first sentence of this Article and applying the Euro – United States Dollar exchange rate fixing on the Allocation Date as performed by the European Central Bank at or around 14.00 hours C.E.T.;
Article 7 — Transferability of the Option
7.1   The Option shall be strictly non-transferable and may not be encumbered with a pledge;
7.2   Devolution by last will or hereditary succession pursuant to the statutory provisions shall, however, not vitiate the Option;
7.3   Option Holder shall not be permitted to conclude any transaction in relation to the Options on Euronext, Amsterdam, the Netherlands, NASDAQ, New York, United States of America, or any other stock exchange;
7.4   In the event of Option Holder acting in contravention of the provisions of this Article, the Options of such Option Holder shall lapse.
      
TERMS AND CONDITIONS FOR INCENTIVE OR NEW HIRE OPTIONS   6 of 10
GRANTED TO SENIOR AND EXECUTIVE MANAGEMENT    
UNDER THE ASML STOCK OPTION PLAN — (Version January 2007)    

 

 

Article 8 — Exercise of the Option
8.1   The Options may only be exercised on the last day of the Option Period.
8.2   At the request of Option Holder the Option Period may be shortened for all or part of the Options. The Revised Option Period will then replace the Option Period for part or all the Options, whichever the request may be. On the last day of the Revised Option Period Option Holder may exercise the Options for which Option Holder has requested the Revised Option Period. In the written request Option Holder is required to notify Employer of the requested end date of the Revised Option Period.
8.3   A written request for a Revised Option Period during the Embargo Period shall not be honoured by Employer.
8.4   The Options may be exercised only in accordance with established ASML procedures existing at the time of exercise;
8.5   When exercising the Options Option Holder must comply with the “ASML Rules of Conduct concerning Insider Information”, as in force at the time of exercising;
8.6   In case of termination of the employment relationship between Employee and Employer due to Employee’s (i) death, or (ii) incapability to act, the Options may be exercised during the entire Option Period, after the Embargo Period has expired. In case the remaining Option Period, measured from the moment of termination for aforementioned reasons, consists of less than 12 (twelve) months, the Option Period will be extended such that the remaining Option Period will be at least 12 (twelve) months counting from the date of the termination. Therefore, if the date of termination for reasons mentioned in the first sentence of this Article, falls within 12 (twelve) months before the end of the Option Period as defined in Article 5.1, the Option Period will effectively be prolonged beyond the period as defined in Article 5.1;
 
    In case of termination of the employment relationship between Employee and Employer due to Employee’s (iii) retirement or (iv) occupational disability (within the meaning of the Dutch Disablement Benefits Act [Wet op de Arbeidsongeschiktheids-verzekering] ), the Options may be exercised during the entire Option Period, after the Embargo Period has expired;
 
    Retirement for these Option Conditions is defined as (a) leaving the employment of Employer at the age of 55 (fifty five) years or later in case Employee is eligible to (early) retirement payments paid by a State, Federal or private pension fund, or (b) leaving the employment of Employer under the “Rule of 65” without being eligible to (early) retirement payments paid by a State, Federal or private pension fund.
      
TERMS AND CONDITIONS FOR INCENTIVE OR NEW HIRE OPTIONS   7 of 10
GRANTED TO SENIOR AND EXECUTIVE MANAGEMENT    
UNDER THE ASML STOCK OPTION PLAN — (Version January 2007)    

 

 

    The “Rule of 65” determines that Employee is deemed to retire for these Option Conditions in case Employee leaves the employment of Employer at the age of 55 (fifty five) years after 10 (ten) years of continued employment with ASML, ASML Group Company or her legal predecessors. For every additional year in excess of 55 (fifty five) years of age, Employee is required to have one year less of continued employment, until the age of 65 (sixty five) years. Employee is deemed to retire for these Option Conditions in case Employee leaves the employment of Employer at the age of 65 (sixty five) years with one or less years of continued employment with ASML, ASML Group Company or her legal predecessors. Paragraph 9 of Article 8 is not applicable;
 
8.7   If, during the Option Period, Employee is terminated for Cause by Employer or Employee is terminated by Employer on account of another reason imputable to Employee, regardless of whether employment activities have been terminated, any Options not yet exercised shall lapse forthwith. All Options that have thus become null and void will do so without Option Holder being entitled to any compensation in this respect from Employer or another ASML Group Company. Paragraph 9 of Article 8 is not applicable;
 
8.8   In case of termination of the employment relationship between Employee and Employer for reasons other than those mentioned in paragraph 6 or 7 of Article 8, without immediate re-employment of Employee by Employer or another ASML Group Company, all Options granted which are not exercised at the time of termination of the employment relationship shall lapse forthwith, insofar as paragraph 9 of Article 8 is not applicable. All Options that have thus become null and void will do so without Option Holder being entitled to any compensation in this respect from Employer or another ASML Group Company;
 
8.9   In case of termination of the employment relationship between Employee and Employer as described in paragraph 8 of Article 8, other than being voluntary termination by Employee, the following “90 day rule” will apply.
 
    The “90 day rule” determines that exercisable options may be exercised for a period 90 days from the Date of Notice, the Date of Notice being the date on which the Formal Notice Period commences. In the absence of a Formal Notice Period exercisable options may be exercised for 90 days from the Date of Termination, the Date of Termination being the date on which the employment relationship between Employee and Employer is terminated. Options that become exercisable after the expiration of the embargo period during the 90 day period may be exercised until the end of the 90 day period as stipulated in this paragraph.
      
TERMS AND CONDITIONS FOR INCENTIVE OR NEW HIRE OPTIONS   8 of 10
GRANTED TO SENIOR AND EXECUTIVE MANAGEMENT    
UNDER THE ASML STOCK OPTION PLAN — (Version January 2007)    

 

 

8.10   The Options may be exercised by Option Holder for the total number allocated or in tranches of 100 or multiples thereof (with the exception of the last tranche), with the provision that each exercise must take place within the Option Period, provided such exercise is not in conflict with the provisions of Article 11.
Article 9 — Dilution of Capital
9.1   If at any time the issued capital of ASML increases, for instance as a result of (i) a resolution to issue shares with a pre-emption right for the holders of the Shares at that time outstanding, (ii) a stock dividend, or (iii) a capitalisation of reserves, the Exercise Price and/or the number of Options allocated may be adjusted in such a manner as the Board of Management shall then decide;
 
9.2   The adjustments by the Board of Management as referred to in Article 9.1 shall be binding after an independent accountant, and member of the Netherlands Institute for Registered Accountants [Nederlands Instituut voor Register Accountants], has issued a certificate stating that the adjustments have been determined in a reasonable manner. Adjustment of the Exercise Price and or the number of Options shall take place on the day preceding the day on which notice was given of the aforementioned resolutions. Any tax and/or social insurance contributions payable as a result of the above shall be for the account of Option Holder;
 
9.3   An adjustment of the Exercise Price and/or the number of Options allocated and the computation upon which the same are based shall be notified as soon as possible to Option Holder in writing.
Article 10 — Taxes and Costs
10.1   All taxes and/or social insurance contributions payable as a result of the Options allocated and/or as a result of Option being owned and/or exercised by Option Holder or Option Holder’s heirs, including possible consequences of an amendment of the Option Conditions, shall be entirely for the account of Option Holder or Option Holder’s heirs as the case may be;
 
10.2   Option Holder, or Option Holder’s heirs as the case may be, shall be liable for all the costs relating to the exercise of Options, including but not limited to costs charged by stock brokers in connection with the acquired Shares resulting from the exercise of Options and the contiguous sale of such Shares;
 
10.3   Costs relating to the issue and/or acquisition of Shares in the capital of ASML shall be for the account of ASML.
      
TERMS AND CONDITIONS FOR INCENTIVE OR NEW HIRE OPTIONS   9 of 10
GRANTED TO SENIOR AND EXECUTIVE MANAGEMENT    
UNDER THE ASML STOCK OPTION PLAN — (Version January 2007)    

 

 

Article 11 — Prevention of Insider Trading
Option Holder who, by not rejecting the Options granted as mentioned in Article 4, accepts the Option Conditions, shall at the same time, be deemed to accept the applicable “ASML Rules of Conduct concerning Insider Information” and to act accordingly.
Article 12 — Notices
12.1   Notices which must be given by ASML to Option Holder pursuant to or in connection with the Option Rules and/or the Option Conditions shall be regarded as correctly addressed if sent to the address of Option Holder as recorded in the Human Resources & Organisation Staff Records of the ASML Group Company;
12.2   Notices which must be given by Option Holder to ASML pursuant to or in connection with the Option Rules and/or the Option Conditions shall be regarded as correctly addressed if sent to the address of ASML as listed with the Chamber of Commerce, for the attention of the ASML Stock Option Administrator.
Article 13 — Disputes
13.1   The Option Rules, the Option Conditions, the annexes thereto, and all further documents relating to the Option Rules and/or the Option Conditions shall be governed by the laws of the Netherlands;
13.2   All disputes arising from the Option Rules, the Option Conditions, the annexes thereto, and further documents relating to the Option Rules and/or the Option Conditions, shall in the first instance, be settled by the District Court of Eindhoven.
Article 14 — Amendments
14.1   The Board of Management shall have the power to amend the Option Rules and/or Option Conditions or add further provisions to the same at any time;
14.2   Option Holder shall be informed of any amendments or measures as referred to in this Article in good time, in writing.
      
TERMS AND CONDITIONS FOR INCENTIVE OR NEW HIRE OPTIONS   10 of 10
GRANTED TO SENIOR AND EXECUTIVE MANAGEMENT    
UNDER THE ASML STOCK OPTION PLAN — (Version January 2007)    

 

 

Exhibit 4.4
(ASML LOGO)
Terms and Conditions
For Incentive or New Hire Options granted to
Employees under the ASML Stock Option Plan
(Version January 2007)

 

 

TABLE OF CONTENTS
                 
Related documents     2  
Article 1
  -   Definitions     3  
Article 2
  -   Scope and Object     5  
Article 3
  -   Acquisition of Options     5  
Article 4
  -   Acceptance of the Options     5  
Article 5
  -   Option Period     6  
Article 6
  -   Exercise Price     6  
Article 7
  -   Transferability of the Option     6  
Article 8
  -   Exercise of the Option     8  
Article 9
  -   Dilution of Capital     9  
Article 10
  -   Taxes and Costs     9  
Article 11
  -   Prevention of Insider Trading     10  
Article 12
  -   Notices     10  
Article 13
  -   Disputes     10  
Article 14
  -   Amendments     10  
Related documents
In these Option Conditions reference is made to the following documents:
-   ASML Stock Option Plan (version 2)
-   ASML Insider Trading Rules
These documents may be consulted on the ASML Intranet.
     
TERMS AND CONDITIONS FOR INCENTIVE OR NEW HIRE OPTIONS
GRANTED TO EMPLOYEES UNDER THE ASML STOCK OPTION PLAN
- (Version January 2007)
  2 of 10

 

 

Article 1 — Definitions
In these Option Terms and Conditions and in related documents, the following terms shall have the meanings as defined in this Article, unless explicitly stated otherwise.
         
ASML
  :   ASML Holding N.V., having its business address at De Run 6501 in Veldhoven;
 
       
ASML Group Company
  :   an affiliated company of ASML, in which the affiliation is determined by section 24c of Book 2 of the Dutch Civil Code, irrespective of the jurisdiction of such company and irrespective of the place where it has its registered office;
 
       
Date of Grant
  :   the date on which the Option is granted in writing, which date is fixed at January 19 th , 2007;
 
       
Embargo Period
  :   the period from January 19 th , 2007 up to and including January 18th, 2010;
 
       
Employee
  :   a natural person who on the Date of Grant is employed by ASML in job grades 81 through 91 and who is on her or an ASML Group Company’s payroll on that date;
 
       
Employer
  :   ASML or ASML Group Company that employs Employee on the Date of Grant;
 
       
Exercise Price
  :   the price for which Option Holder may acquire one Share upon the exercise of one Option;
 
       
Option
  :   a right granted by Employer to Option Holder to acquire one Share at the end of the Option Period or the Revised Option Period against payment of the Exercise Price during the Option Period. Options granted to United States residents or citizens will give such Option Holders the right to acquire Shares quoted on the NASDAQ while Options granted to all other Option Holders will give the right to acquire Shares quoted on the AEX;
 
       
Option Conditions
  :   the present Terms and Conditions for Incentive or New Hire Options granted to Employees under the ASML Stock Option Plan – version January 2007, including any
     
TERMS AND CONDITIONS FOR INCENTIVE OR NEW HIRE OPTIONS
GRANTED TO EMPLOYEES UNDER THE ASML STOCK OPTION PLAN
- (Version January 2007)
  3 of 10

 

 

         
 
      modifications subsequently introduced herein in conformity with the same;
 
       
Option Holder
  :   the holder of an Option, being the person to whom an Option has been granted in writing and who at the time of granting of such Option is an Employee of ASML or who has become the holder of such Option by virtue of being Employee’s heir;
 
       
Option Period
  :   the period during which the Option may be exercised;
 
       
Option Rules
  :   the ASML Stock Option Plan (version 2) including any modifications subsequently introduced therein in conformity with the same, on which these Option Conditions are based;
 
       
Revised Option Period
  :   the applicable Option Period for all – or a part of – the Options after approval by Employer of a request by Option Holder as mentioned in Article 8;
 
       
Share
  :   an ordinary share with a nominal value of EURO 0.02 (two EURO Cents) in the share capital of ASML, which share is listed on the Euronext Amsterdam (“AEX”) in the Netherlands, or the NASDAQ Stock Market (“NASDAQ”), New York City, New York, USA, which share is acquired by Option Holder by exercising an Option granted under these Option Conditions;
 
       
Termination for Cause
  :   Cause shall mean (i) any act of personal dishonesty taken by Employee in connection with his or her responsibilities as Employee and intended to result in a personal enrichment of Employee, (ii) conviction of a felony, (iii) a willful act by Employee that constitutes gross misconduct and is injurious to Employer, and (iv) continued violations by Employee of his or her obligations to Employer which are demonstrably willful and deliberate on his or her part after (a) there has been delivered to Employee a written demand for performance from Employer that describes the basis for the belief that he or she has not substantially performed his or her duties set forth in specific goals to cure such defaults, and (b) he or she has been given 30 (thirty) days during which he or she has been unable to
     
TERMS AND CONDITIONS FOR INCENTIVE OR NEW HIRE OPTIONS
GRANTED TO EMPLOYEES UNDER THE ASML STOCK OPTION PLAN
- (Version January 2007)
  4 of 10

 

 

         
 
      cure such failure to perform his or her duties. For Employees who are resident in the Netherlands, the term Cause shall have the meaning as stated in section 7:677 in conjunction with section 7:678 of the Dutch Civil Code at that time.
The terms defined above in the singular or in the plural shall also comprise the plural and vice versa, unless in the case concerned it can be inferred otherwise from the text of the Option Conditions.
Article 2 — Scope and Object
These Option Conditions are part of the Option Rules and contain the terms and conditions that are applicable to Option Holder pursuant to Article IV of the Option Rules.
Option Holder is aware of the fact that the value of the shares may fluctuate, and that ASML does not guarantee that Option Holder shall derive any benefit from the Options granted under this ASML Stock Option Plan – version January 2007.
Nothing in these Option Conditions or related documents by themselves or in combination shall be construed as an expressed or implied contract of employment or a guarantee of continued future employment.
Article 3 — Acquisition of Options
Employee is granted Options under these Option Conditions on the Date of Grant by Employer. The Options are granted in writing.
Article 4 — Acceptance of the Options
4.1   The Options shall be granted under the dissolving condition that within 10 (ten) days after the Date of Grant, Employee does not inform Employer in writing that Employee does not wish these Options to be granted to Employee;
 
4.2   By not rejecting the grant as described in paragraph 1 of this Article, Employee accepts all of the Options granted pursuant to these Option Conditions;
 
4.3   Effective from the Date of Grant an Option Agreement will come into existence, unless Employee has rejected the Options as described in paragraph 1 of this Article.
     
TERMS AND CONDITIONS FOR INCENTIVE OR NEW HIRE OPTIONS
GRANTED TO EMPLOYEES UNDER THE ASML STOCK OPTION PLAN
- (Version January 2007)
  5 of 10

 

 

Article 5 — Option Period
5.1   The Option Period shall be 10 (ten) years, counting from the Date of Grant and shall thus end on January 19 th , 2017;
 
5.2   Options may only be exercised within the Option Period;
 
5.3   Options that have not been exercised within the Option Period shall lapse after the expiration of the Option Period;
 
5.4   Notwithstanding the provisions of paragraphs 1 through 3 of this Article, the Option Period may be extended under the circumstances as referred to in Article 8.5 by a maximum period of 12 (twelve) months.
Article 6 — Exercise Price
The Exercise Price shall be equal to the closing price “cum dividend” of an ordinary ASML Share on the Euronext Amsterdam (“AEX”) in the Netherlands on the Date of Grant. For United States residents or citizens, the Euro denominated Exercise Price will be converted into a United States Dollar Exercise Price by taking the Exercise Price defined in the first sentence of this Article and applying the Euro – United States Dollar exchange rate fixing on the Allocation Date as performed by the European Central Bank at or around 14.00 hours C.E.T.;
Article 7 — Transferability of the Option
7.1   The Option shall be strictly non-transferable and may not be encumbered with a pledge;
 
7.2   Devolution by last will or hereditary succession pursuant to the statutory provisions shall, however, not vitiate the Option;
 
7.3   Option Holder shall not be permitted to conclude any transaction in relation to the Options on Euronext, Amsterdam, the Netherlands, NASDAQ, New York, United States of America, or any other stock exchange;
 
7.4   In the event of Option Holder acting in contravention of the provisions of this Article, the Options of such Option Holder shall lapse.
     
TERMS AND CONDITIONS FOR INCENTIVE OR NEW HIRE OPTIONS
GRANTED TO EMPLOYEES UNDER THE ASML STOCK OPTION PLAN
- (Version January 2007)
  6 of 10

 

 

Article 8 — Exercise of the Option
8.1   The Options may only be exercised on the last day of the Option Period.
 
8.2   At the request of Option Holder the Option Period may be shortened for all or part of the Options. The Revised Option Period will then replace the Option Period for part or all the Options, whichever the request may be. On the last day of the Revised Option Period Option Holder may exercise the Options for which Option Holder has requested the Revised Option Period. In the written request Option Holder is required to notify Employer of the requested end date of the Revised Option Period.
 
8.3   A written request for a Revised Option Period during the Embargo Period shall not be honoured by Employer.
 
8.4   The Options may be exercised only in accordance with established ASML procedures existing at the time of exercise;
 
8.5   When exercising the Options Option Holder must comply with the “ASML Rules of Conduct concerning Insider Information”, as in force at the time of exercising;
 
8.6   In case of termination of the employment relationship between Employee and Employer due to Employee’s (i) death, or (ii) incapability to act, the Options may be exercised during the entire Option Period, after the Embargo Period has expired. In case the remaining Option Period, measured from the moment of termination for aforementioned reasons, consists of less than 12 (twelve) months, the Option Period will be extended such that the remaining Option Period will be at least 12 (twelve) months counting from the date of the termination. Therefore, if the date of termination for reasons mentioned in the first sentence of this Article, falls within 12 (twelve) months before the end of the Option Period as defined in Article 5.1, the Option Period will effectively be prolonged beyond the period as defined in Article 5.1;
 
    In case of termination of the employment relationship between Employee and Employer due to Employee’s (iii) retirement or (iv) occupational disability (within the meaning of the Dutch Disablement Benefits Act [Wet op de Arbeidsongeschiktheids-verzekering] ), the Options may be exercised during the entire Option Period, after the Embargo Period has expired;
 
    Retirement for these Option Conditions is defined as (a) leaving the employment of Employer at the age of 55 (fifty five) years or later in case Employee is eligible to (early) retirement payments paid by a State, Federal or private pension fund, or (b) leaving the employment of Employer under the “Rule of 65” without being eligible to (early) retirement payments paid by a State, Federal or private pension fund.
     
TERMS AND CONDITIONS FOR INCENTIVE OR NEW HIRE OPTIONS
GRANTED TO EMPLOYEES UNDER THE ASML STOCK OPTION PLAN
- (Version January 2007)
  7 of 10

 

 

    The “Rule of 65” determines that Employee is deemed to retire for these Option Conditions in case Employee leaves the employment of Employer at the age of 55 (fifty five) years after 10 (ten) years of continued employment with ASML, ASML Group Company or her legal predecessors. For every additional year in excess of 55 (fifty five) years of age, Employee is required to have one year less of continued employment, until the age of 65 (sixty five) years. Employee is deemed to retire for these Option Conditions in case Employee leaves the employment of Employer at the age of 65 (sixty five) years with one or less years of continued employment with ASML, ASML Group Company or her legal predecessors. Paragraph 9 of Article 8 is not applicable;
 
8.7   If, during the Option Period, Employee is terminated for Cause by Employer or Employee is terminated by Employer on account of another reason imputable to Employee, regardless of whether employment activities have been terminated, any Options not yet exercised shall lapse forthwith. All Options that have thus become null and void will do so without Option Holder being entitled to any compensation in this respect from Employer or another ASML Group Company. Paragraph 9 of Article 8 is not applicable;
 
8.8   In case of termination of the employment relationship between Employee and Employer for reasons other than those mentioned in paragraph 6 or 7 of Article 8, without immediate re-employment of Employee by Employer or another ASML Group Company, all Options granted which are not exercised at the time of termination of the employment relationship shall lapse forthwith, insofar as paragraph 9 of Article 8 is not applicable. All Options that have thus become null and void will do so without Option Holder being entitled to any compensation in this respect from Employer or another ASML Group Company;
 
8.9   In case of termination of the employment relationship between Employee and Employer as described in paragraph 8 of Article 8, other than being voluntary termination by Employee, the following “90 day rule” will apply.
 
    The “90 day rule” determines that exercisable options may be exercised for a period 90 days from the Date of Notice, the Date of Notice being the date on which the Formal Notice Period commences. In the absence of a Formal Notice Period exercisable options may be exercised for 90 days from the Date of Termination, the Date of Termination being the date on which the employment relationship between Employee and Employer is terminated. Options that become exercisable after the expiration of the embargo period during the 90 day period may be exercised until the end of the 90 day period as stipulated in this paragraph.
     
TERMS AND CONDITIONS FOR INCENTIVE OR NEW HIRE OPTIONS
GRANTED TO EMPLOYEES UNDER THE ASML STOCK OPTION PLAN
- (Version January 2007)
  8 of 10

 

 

8.10   The Options may be exercised by Option Holder for the total number allocated or in tranches of 100 or multiples thereof (with the exception of the last tranche), with the provision that each exercise must take place within the Option Period, provided such exercise is not in conflict with the provisions of Article 11.
Article 9 — Dilution of Capital
9.1   If at any time the issued capital of ASML increases, for instance as a result of (i) a resolution to issue shares with a pre-emption right for the holders of the Shares at that time outstanding, (ii) a stock dividend, or (iii) a capitalisation of reserves, the Exercise Price and/or the number of Options allocated may be adjusted in such a manner as the Board of Management shall then decide;
 
9.2   The adjustments by the Board of Management as referred to in Article 9.1 shall be binding after an independent accountant, and member of the Netherlands Institute for Registered Accountants [Nederlands Instituut voor Register Accountants], has issued a certificate stating that the adjustments have been determined in a reasonable manner. Adjustment of the Exercise Price and or the number of Options shall take place on the day preceding the day on which notice was given of the aforementioned resolutions. Any tax and/or social insurance contributions payable as a result of the above shall be for the account of Option Holder;
 
9.3   An adjustment of the Exercise Price and/or the number of Options allocated and the computation upon which the same are based shall be notified as soon as possible to Option Holder in writing.
Article 10 — Taxes and Costs
10.1   All taxes and/or social insurance contributions payable as a result of the Options allocated and/or as a result of Option being owned and/or exercised by Option Holder or Option Holder’s heirs, including possible consequences of an amendment of the Option Conditions, shall be entirely for the account of Option Holder or Option Holder’s heirs as the case may be;
 
10.2   Option Holder, or Option Holder’s heirs as the case may be, shall be liable for all the costs relating to the exercise of Options, including but not limited to costs charged by stock brokers in connection with the acquired Shares resulting from the exercise of Options and the contiguous sale of such Shares;
 
10.3   Costs relating to the issue and/or acquisition of Shares in the capital of ASML shall be for the account of ASML.
     
TERMS AND CONDITIONS FOR INCENTIVE OR NEW HIRE OPTIONS
GRANTED TO EMPLOYEES UNDER THE ASML STOCK OPTION PLAN
- (Version January 2007)
  9 of 10

 

 

Article 11 — Prevention of Insider Trading
Option Holder who, by not rejecting the Options granted as mentioned in Article 4, accepts the Option Conditions, shall at the same time, be deemed to accept the applicable “ASML Rules of Conduct concerning Insider Information” and to act accordingly.
Article 12 — Notices
12.1   Notices which must be given by ASML to Option Holder pursuant to or in connection with the Option Rules and/or the Option Conditions shall be regarded as correctly addressed if sent to the address of Option Holder as recorded in the Human Resources & Organisation Staff Records of the ASML Group Company;
 
12.2   Notices which must be given by Option Holder to ASML pursuant to or in connection with the Option Rules and/or the Option Conditions shall be regarded as correctly addressed if sent to the address of ASML as listed with the Chamber of Commerce, for the attention of the ASML Stock Option Administrator.
Article 13 — Disputes
13.1   The Option Rules, the Option Conditions, the annexes thereto, and all further documents relating to the Option Rules and/or the Option Conditions shall be governed by the laws of the Netherlands;
 
13.2   All disputes arising from the Option Rules, the Option Conditions, the annexes thereto, and further documents relating to the Option Rules and/or the Option Conditions, shall in the first instance, be settled by the District Court of Eindhoven.
Article 14 — Amendments
14.1   The Board of Management shall have the power to amend the Option Rules and/or Option Conditions or add further provisions to the same at any time;
 
14.2   Option Holder shall be informed of any amendments or measures as referred to in this Article in good time, in writing.
     
TERMS AND CONDITIONS FOR INCENTIVE OR NEW HIRE OPTIONS
GRANTED TO EMPLOYEES UNDER THE ASML STOCK OPTION PLAN
- (Version January 2007)
  10 of 10

 

 

Exhibit 4.5
(ASML LOGO)
Terms and Conditions
For Incentive or New Hire Options granted to
Senior and Executive Management
under the ASML Stock Option Plan
(Version April 2007)

 

 

TABLE OF CONTENTS
         
Related documents
    2  
Article 1 - Definitions
    3  
Article 2 - Scope and Object
    5  
Article 3 - Acquisition of Options
    5  
Article 4 - Acceptance of the Options
    5  
Article 5 - Option Period
    6  
Article 6 - Exercise Price
    6  
Article 7 - Transferability of the Option
    6  
Article 8 - Exercise of the Option
    8  
Article 9 - Dilution of Capital
    9  
Article 10 - Taxes and Costs
    9  
Article 11 - Prevention of Insider Trading
    10  
Article 12 - Notices
    10  
Article 13 - Disputes
    10  
Article 14 - Amendments
    10  
Related documents
In these Option Conditions reference is made to the following documents:
-   ASML Stock Option Plan (version 2)
-   ASML Insider Trading Rules
These documents may be consulted on the ASML Intranet.
     
TERMS AND CONDITIONS FOR INCENTIVE OR NEW HIRE OPTIONS
GRANTED TO SENIOR AND EXECUTIVE MANAGEMENT
UNDER THE ASML STOCK OPTION PLAN — (Version April 2007)
  2 of 10

 

 

Article 1 — Definitions
In these Option Terms and Conditions and in related documents, the following terms shall have the meanings as defined in this Article, unless explicitly stated otherwise.
         
ASML
  :   ASML Holding N.V., having its business address at De Run 6501 in Veldhoven;
 
       
ASML Group Company
  :   an affiliated company of ASML, in which the affiliation is determined by section 24c of Book 2 of the Dutch Civil Code, irrespective of the jurisdiction of such company and irrespective of the place where it has its registered office;
 
       
Date of Grant
  :   the date on which the Option is granted in writing, which date is fixed at April 20 th , 2007;
 
       
Embargo Period
  :   the period from April 20 th , 2007 up to and including April 19th, 2010;
 
       
Employee
  :   a natural person who on the Date of Grant is employed by ASML in job grades 92 through 95 and who is on her or an ASML Group Company’s payroll on that date;
 
       
Employer
  :   ASML or ASML Group Company that employs Employee on the Date of Grant;
 
       
Exercise Price
  :   the price for which Option Holder may acquire one Share upon the exercise of one Option;
 
       
Option
  :   a right granted by Employer to Option Holder to acquire one Share at the end of the Option Period or the Revised Option Period against payment of the Exercise Price during the Option Period. Options granted to United States residents or citizens will give such Option Holders the right to acquire Shares quoted on the NASDAQ while Options granted to all other Option Holders will give the right to acquire Shares quoted on the AEX;
 
       
Option Conditions
  :   the present Terms and Conditions for Incentive or New Hire Options granted to Senior and Executive Management under the ASML Stock Option Plan — version April 2007,
     
TERMS AND CONDITIONS FOR INCENTIVE OR NEW HIRE OPTIONS
GRANTED TO SENIOR AND EXECUTIVE MANAGEMENT
UNDER THE ASML STOCK OPTION PLAN — (Version April 2007)
  3 of 10

 

 

         
 
      including any modifications subsequently introduced herein in conformity with the same;
 
       
Option Holder
  :   the holder of an Option, being the person to whom an Option has been granted in writing and who at the time of granting of such Option is an Employee of ASML or who has become the holder of such Option by virtue of being Employee’s heir;
 
       
Option Period
  :   the period during which the Option may be exercised;
 
       
Option Rules
  :   the ASML Stock Option Plan (version 2) including any modifications subsequently introduced therein in conformity with the same, on which these Option Conditions are based;
 
       
Revised Option Period
  :   the applicable Option Period for all — or a part of — the Options after approval by Employer of a request by Option Holder as mentioned in Article 8;
Share
  :   an ordinary share with a nominal value of EURO 0.02 (two EURO Cents) in the share capital of ASML, which share is listed on the Euronext Amsterdam (“AEX”) in the Netherlands, or the NASDAQ Stock Market (“NASDAQ”), New York City, New York, USA, which share is acquired by Option Holder by exercising an Option granted under these Option Conditions;
 
       
Termination for Cause
  :   Cause shall mean (i) any act of personal dishonesty taken by Employee in connection with his or her responsibilities as Employee and intended to result in a personal enrichment of Employee, (ii) conviction of a felony, (iii) a willful act by Employee that constitutes gross misconduct and is injurious to Employer, and (iv) continued violations by Employee of his or her obligations to Employer which are demonstrably willful and deliberate on his or her part after (a) there has been delivered to Employee a written demand for performance from Employer that describes the basis for the belief that he or she has not substantially performed his or her duties set forth in specific goals to cure such defaults, and (b) he or she has been given 30 (thirty) days during which he or she has been unable to
     
TERMS AND CONDITIONS FOR INCENTIVE OR NEW HIRE OPTIONS
GRANTED TO SENIOR AND EXECUTIVE MANAGEMENT
UNDER THE ASML STOCK OPTION PLAN — (Version April 2007)
  4 of 10
 

 

 

         
 
      cure such failure to perform his or her duties. For Employees who are resident in the Netherlands, the term Cause shall have the meaning as stated in section 7:677 in conjunction with section 7:678 of the Dutch Civil Code at that time.
The terms defined above in the singular or in the plural shall also comprise the plural and vice versa, unless in the case concerned it can be inferred otherwise from the text of the Option Conditions.
Article 2 — Scope and Object
These Option Conditions are part of the Option Rules and contain the terms and conditions that are applicable to Option Holder pursuant to Article IV of the Option Rules.
Option Holder is aware of the fact that the value of the shares may fluctuate, and that ASML does not guarantee that Option Holder shall derive any benefit from the Options granted under this ASML Stock Option Plan — version April 2007.
Nothing in these Option Conditions or related documents by themselves or in combination shall be construed as an expressed or implied contract of employment or a guarantee of continued future employment.
Article 3 — Acquisition of Options
Employee is granted Options under these Option Conditions on the Date of Grant by Employer. The Options are granted in writing.
Article 4 — Acceptance of the Options
4.1   The Options shall be granted under the dissolving condition that within 10 (ten) days after the Date of Grant, Employee does not inform Employer in writing that Employee does not wish these Options to be granted to Employee;
 
4.2   By not rejecting the grant as described in paragraph 1 of this Article, Employee accepts all of the Options granted pursuant to these Option Conditions;
 
4.3   Effective from the Date of Grant an Option Agreement will come into existence, unless Employee has rejected the Options as described in paragraph 1 of this Article.
     
TERMS AND CONDITIONS FOR INCENTIVE OR NEW HIRE OPTIONS
GRANTED TO SENIOR AND EXECUTIVE MANAGEMENT
UNDER THE ASML STOCK OPTION PLAN — (Version April 2007)
  5 of 10
 

 

 

Article 5 — Option Period
5.1   The Option Period shall be 10 (ten) years, counting from the Date of Grant and shall thus end on April 19 th , 2017;
 
5.2   Options may only be exercised within the Option Period;
 
5.3   Options that have not been exercised within the Option Period shall lapse after the expiration of the Option Period;
 
5.4   Notwithstanding the provisions of paragraphs 1 through 3 of this Article, the Option Period may be extended under the circumstances as referred to in Article 8.5 by a maximum period of 12 (twelve) months.
Article 6 — Exercise Price
The Exercise Price shall be equal to the closing price “cum dividend” of an ordinary ASML Share on the Euronext Amsterdam (“AEX”) in the Netherlands on the Date of Grant. For United States residents or citizens, the Euro denominated Exercise Price will be converted into a United States Dollar Exercise Price by taking the Exercise Price defined in the first sentence of this Article and applying the Euro — United States Dollar exchange rate fixing on the Allocation Date as performed by the European Central Bank at or around 14.00 hours C.E.T.;
Article 7 — Transferability of the Option
7.1   The Option shall be strictly non-transferable and may not be encumbered with a pledge;
 
7.2   Devolution by last will or hereditary succession pursuant to the statutory provisions shall, however, not vitiate the Option;
 
7.3   Option Holder shall not be permitted to conclude any transaction in relation to the Options on Euronext, Amsterdam, the Netherlands, NASDAQ, New York, United States of America, or any other stock exchange;
 
7.4   In the event of Option Holder acting in contravention of the provisions of this Article, the Options of such Option Holder shall lapse.
     
TERMS AND CONDITIONS FOR INCENTIVE OR NEW HIRE OPTIONS
GRANTED TO SENIOR AND EXECUTIVE MANAGEMENT
UNDER THE ASML STOCK OPTION PLAN — (Version April 2007)
  6 of 10
 

 

Article 8 — Exercise of the Option
8.1   The Options may only be exercised on the last day of the Option Period.
 
8.2   At the request of Option Holder the Option Period may be shortened for all or part of the Options. The Revised Option Period will then replace the Option Period for part or all the Options, whichever the request may be. On the last day of the Revised Option Period Option Holder may exercise the Options for which Option Holder has requested the Revised Option Period. In the written request Option Holder is required to notify Employer of the requested end date of the Revised Option Period.
 
8.3   A written request for a Revised Option Period during the Embargo Period shall not be honoured by Employer.
 
8.4   The Options may be exercised only in accordance with established ASML procedures existing at the time of exercise;
 
8.5   When exercising the Options Option Holder must comply with the “ASML Rules of Conduct concerning Insider Information”, as in force at the time of exercising;
 
8.6   In case of termination of the employment relationship between Employee and Employer due to Employee’s (i) death, or (ii) incapability to act, the Options may be exercised during the entire Option Period, after the Embargo Period has expired. In case the remaining Option Period, measured from the moment of termination for aforementioned reasons, consists of less than 12 (twelve) months, the Option Period will be extended such that the remaining Option Period will be at least 12 (twelve) months counting from the date of the termination. Therefore, if the date of termination for reasons mentioned in the first sentence of this Article, falls within 12 (twelve) months before the end of the Option Period as defined in Article 5.1, the Option Period will effectively be prolonged beyond the period as defined in Article 5.1;
 
    In case of termination of the employment relationship between Employee and Employer due to Employee’s (iii) retirement or (iv) occupational disability (within the meaning of the Dutch Disablement Benefits Act [Wet op de Arbeidsongeschiktheids-verzekering] ), the Options may be exercised during the entire Option Period, after the Embargo Period has expired;
 
    Retirement for these Option Conditions is defined as (a) leaving the employment of Employer at the age of 55 (fifty five) years or later in case Employee is eligible to (early) retirement payments paid by a State, Federal or private pension fund, or (b) leaving the employment of Employer under the “Rule of 65” without being eligible to (early) retirement payments paid by a State, Federal or private pension fund.
     
TERMS AND CONDITIONS FOR INCENTIVE OR NEW HIRE OPTIONS
GRANTED TO SENIOR AND EXECUTIVE MANAGEMENT
UNDER THE ASML STOCK OPTION PLAN — (Version April 2007)
  7 of 10
 

 

 

    The “Rule of 65” determines that Employee is deemed to retire for these Option Conditions in case Employee leaves the employment of Employer at the age of 55 (fifty five) years after 10 (ten) years of continued employment with ASML, ASML Group Company or her legal predecessors. For every additional year in excess of 55 (fifty five) years of age, Employee is required to have one year less of continued employment, until the age of 65 (sixty five) years. Employee is deemed to retire for these Option Conditions in case Employee leaves the employment of Employer at the age of 65 (sixty five) years with one or less years of continued employment with ASML, ASML Group Company or her legal predecessors. Paragraph 9 of Article 8 is not applicable;
 
8.7   If, during the Option Period, Employee is terminated for Cause by Employer or Employee is terminated by Employer on account of another reason imputable to Employee, regardless of whether employment activities have been terminated, any Options not yet exercised shall lapse forthwith. All Options that have thus become null and void will do so without Option Holder being entitled to any compensation in this respect from Employer or another ASML Group Company. Paragraph 9 of Article 8 is not applicable;
 
8.8   In case of termination of the employment relationship between Employee and Employer for reasons other than those mentioned in paragraph 6 or 7 of Article 8, without immediate re-employment of Employee by Employer or another ASML Group Company, all Options granted which are not exercised at the time of termination of the employment relationship shall lapse forthwith, insofar as paragraph 9 of Article 8 is not applicable. All Options that have thus become null and void will do so without Option Holder being entitled to any compensation in this respect from Employer or another ASML Group Company;
 
8.9   In case of termination of the employment relationship between Employee and Employer as described in paragraph 8 of Article 8, other than being voluntary termination by Employee, the following “90 day rule” will apply.
 
    The “90 day rule” determines that exercisable options may be exercised for a period 90 days from the Date of Notice, the Date of Notice being the date on which the Formal Notice Period commences. In the absence of a Formal Notice Period exercisable options may be exercised for 90 days from the Date of Termination, the Date of Termination being the date on which the employment relationship between Employee and Employer is terminated. Options that become exercisable after the expiration of the embargo period during the 90 day period may be exercised until the end of the 90 day period as stipulated in this paragraph.
     
TERMS AND CONDITIONS FOR INCENTIVE OR NEW HIRE OPTIONS
GRANTED TO SENIOR AND EXECUTIVE MANAGEMENT
UNDER THE ASML STOCK OPTION PLAN — (Version April 2007)
  8 of 10
 

 

 

8.10   The Options may be exercised by Option Holder for the total number allocated or in tranches of 100 or multiples thereof (with the exception of the last tranche), with the provision that each exercise must take place within the Option Period, provided such exercise is not in conflict with the provisions of Article 11.
Article 9 — Dilution of Capital
9.1   If at any time the issued capital of ASML increases, for instance as a result of (i) a resolution to issue shares with a pre-emption right for the holders of the Shares at that time outstanding, (ii) a stock dividend, or (iii) a capitalisation of reserves, the Exercise Price and/or the number of Options allocated may be adjusted in such a manner as the Board of Management shall then decide;
 
9.2   The adjustments by the Board of Management as referred to in Article 9.1 shall be binding after an independent accountant, and member of the Netherlands Institute for Registered Accountants [Nederlands Instituut voor Register Accountants], has issued a certificate stating that the adjustments have been determined in a reasonable manner. Adjustment of the Exercise Price and or the number of Options shall take place on the day preceding the day on which notice was given of the aforementioned resolutions. Any tax and/or social insurance contributions payable as a result of the above shall be for the account of Option Holder;
 
9.3   An adjustment of the Exercise Price and/or the number of Options allocated and the computation upon which the same are based shall be notified as soon as possible to Option Holder in writing.
Article 10 — Taxes and Costs
10.1   All taxes and/or social insurance contributions payable as a result of the Options allocated and/or as a result of Option being owned and/or exercised by Option Holder or Option Holder’s heirs, including possible consequences of an amendment of the Option Conditions, shall be entirely for the account of Option Holder or Option Holder’s heirs as the case may be;
 
10.2   Option Holder, or Option Holder’s heirs as the case may be, shall be liable for all the costs relating to the exercise of Options, including but not limited to costs charged by stock brokers in connection with the acquired Shares resulting from the exercise of Options and the contiguous sale of such Shares;
 
10.3   Costs relating to the issue and/or acquisition of Shares in the capital of ASML shall be for the account of ASML.
     
TERMS AND CONDITIONS FOR INCENTIVE OR NEW HIRE OPTIONS
GRANTED TO SENIOR AND EXECUTIVE MANAGEMENT
UNDER THE ASML STOCK OPTION PLAN — (Version April 
  9 of 10
 2007)

 

 

Article 11 — Prevention of Insider Trading
Option Holder who, by not rejecting the Options granted as mentioned in Article 4, accepts the Option Conditions, shall at the same time, be deemed to accept the applicable “ASML Rules of Conduct concerning Insider Information” and to act accordingly.
Article 12 — Notices
12.1   Notices which must be given by ASML to Option Holder pursuant to or in connection with the Option Rules and/or the Option Conditions shall be regarded as correctly addressed if sent to the address of Option Holder as recorded in the Human Resources & Organisation Staff Records of the ASML Group Company;
 
12.2   Notices which must be given by Option Holder to ASML pursuant to or in connection with the Option Rules and/or the Option Conditions shall be regarded as correctly addressed if sent to the address of ASML as listed with the Chamber of Commerce, for the attention of the ASML Stock Option Administrator.
Article 13 — Disputes
13.1   The Option Rules, the Option Conditions, the annexes thereto, and all further documents relating to the Option Rules and/or the Option Conditions shall be governed by the laws of the Netherlands;
 
13.2   All disputes arising from the Option Rules, the Option Conditions, the annexes thereto, and further documents relating to the Option Rules and/or the Option Conditions, shall in the first instance, be settled by the District Court of Eindhoven.
Article 14 — Amendments
14.1   The Board of Management shall have the power to amend the Option Rules and/or Option Conditions or add further provisions to the same at any time;
 
14.2   Option Holder shall be informed of any amendments or measures as referred to in this Article in good time, in writing.
     
TERMS AND CONDITIONS FOR INCENTIVE OR NEW HIRE OPTIONS
GRANTED TO SENIOR AND EXECUTIVE MANAGEMENT
UNDER THE ASML STOCK OPTION PLAN — (Version April 2007)
  10 of 10
 
 

Exhibit 4.6
(ASML LOGO)
Terms and Conditions
For Incentive or New Hire Options granted to
Employees under the ASML Stock Option Plan
(Version April 2007)

 

 

TABLE OF CONTENTS
         
Related documents
    2  
Article 1 - Definitions
    3  
Article 2 - Scope and Object
    5  
Article 3 - Acquisition of Options
    5  
Article 4 - Acceptance of the Options
    5  
Article 5 - Option Period
    6  
Article 6 - Exercise Price
    6  
Article 7 - Transferability of the Option
    6  
Article 8 - Exercise of the Option
    8  
Article 9 - Dilution of Capital
    9  
Article 10 - Taxes and Costs
    9  
Article 11 - Prevention of Insider Trading
    10  
Article 12 - Notices
    10  
Article 13 - Disputes
    10  
Article 14 - Amendments
    10  
 
       
 
       
Related documents
       
 
       
In these Option Conditions reference is made to the following documents:
       
- ASML Stock Option Plan (version 2)
       
- ASML Insider Trading Rules
       
These documents may be consulted on the ASML Intranet.
       
 
       
TERMS AND CONDITIONS FOR INCENTIVE OR NEW HIRE OPTIONS   2 of 10
GRANTED TO EMPLOYEES UNDER THE ASML STOCK OPTION PLAN    
—(Version April 2007)    

 

 

Article 1 — Definitions
In these Option Terms and Conditions and in related documents, the following terms shall have the meanings as defined in this Article, unless explicitly stated otherwise.
         
ASML
  :   ASML Holding N.V., having its business address at De Run 6501 in Veldhoven;
 
       
ASML Group Company
  :   an affiliated company of ASML, in which the affiliation is determined by section 24c of Book 2 of the Dutch Civil Code, irrespective of the jurisdiction of such company and irrespective of the place where it has its registered office;
 
       
Date of Grant
  :   the date on which the Option is granted in writing, which date is fixed at April 20 th , 2007;
 
       
Embargo Period
  :   the period from April 20 th , 2007 up to and including April 19th, 2010;
 
       
Employee
  :   a natural person who on the Date of Grant is employed by ASML in job grades 81 through 91 and who is on her or an ASML Group Company’s payroll on that date;
 
       
Employer
  :   ASML or ASML Group Company that employs Employee on the Date of Grant;
 
       
Exercise Price
  :   the price for which Option Holder may acquire one Share upon the exercise of one Option;
 
       
Option
  :   a right granted by Employer to Option Holder to acquire one Share at the end of the Option Period or the Revised Option Period against payment of the Exercise Price during the Option Period. Options granted to United States residents or citizens will give such Option Holders the right to acquire Shares quoted on the NASDAQ while Options granted to all other Option Holders will give the right to acquire Shares quoted on the AEX;
 
       
Option Conditions
  :   the present Terms and Conditions for Incentive or New Hire Options granted to Employees under the ASML Stock Option Plan – version April 2007, including any
 
       
TERMS AND CONDITIONS FOR INCENTIVE OR NEW HIRE OPTIONS   3 of 10
GRANTED TO EMPLOYEES UNDER THE ASML STOCK OPTION PLAN    
—(Version April 2007)    

 

 

         
 
      modifications subsequently introduced herein in conformity with the same;
 
       
Option Holder
  :   the holder of an Option, being the person to whom an Option has been granted in writing and who at the time of granting of such Option is an Employee of ASML or who has become the holder of such Option by virtue of being Employee’s heir;
 
       
Option Period
  :   the period during which the Option may be exercised;
 
       
Option Rules
  :   the ASML Stock Option Plan (version 2) including any modifications subsequently introduced therein in conformity with the same, on which these Option Conditions are based;
 
       
Revised Option Period
  :   the applicable Option Period for all – or a part of – the Options after approval by Employer of a request by Option Holder as mentioned in Article 8;
 
       
Share
  :   an ordinary share with a nominal value of EURO 0.02 (two EURO Cents) in the share capital of ASML, which share is listed on the Euronext Amsterdam (“AEX”) in the Netherlands, or the NASDAQ Stock Market (“NASDAQ”), New York City, New York, USA, which share is acquired by Option Holder by exercising an Option granted under these Option Conditions;
 
       
Termination for Cause
  :   Cause shall mean (i) any act of personal dishonesty taken by Employee in connection with his or her responsibilities as Employee and intended to result in a personal enrichment of Employee, (ii) conviction of a felony, (iii) a willful act by Employee that constitutes gross misconduct and is injurious to Employer, and (iv) continued violations by Employee of his or her obligations to Employer which are demonstrably willful and deliberate on his or her part after (a) there has been delivered to Employee a written demand for performance from Employer that describes the basis for the belief that he or she has not substantially performed his or her duties set forth in specific goals to cure such defaults, and (b) he or she has been given 30 (thirty) days during which he or she has been unable to
 
       
TERMS AND CONDITIONS FOR INCENTIVE OR NEW HIRE OPTIONS   4 of 10
GRANTED TO EMPLOYEES UNDER THE ASML STOCK OPTION PLAN    
—(Version April 2007)    

 

 

         
 
      cure such failure to perform his or her duties. For Employees who are resident in the Netherlands, the term Cause shall have the meaning as stated in section 7:677 in conjunction with section 7:678 of the Dutch Civil Code at that time.
The terms defined above in the singular or in the plural shall also comprise the plural and vice versa, unless in the case concerned it can be inferred otherwise from the text of the Option Conditions.
Article 2 — Scope and Object
These Option Conditions are part of the Option Rules and contain the terms and conditions that are applicable to Option Holder pursuant to Article IV of the Option Rules.
Option Holder is aware of the fact that the value of the shares may fluctuate, and that ASML does not guarantee that Option Holder shall derive any benefit from the Options granted under this ASML Stock Option Plan – version April 2007.
Nothing in these Option Conditions or related documents by themselves or in combination shall be construed as an expressed or implied contract of employment or a guarantee of continued future employment.
Article 3 — Acquisition of Options
Employee is granted Options under these Option Conditions on the Date of Grant by Employer. The Options are granted in writing.
Article 4 — Acceptance of the Options
4.1   The Options shall be granted under the dissolving condition that within 10 (ten) days after the Date of Grant, Employee does not inform Employer in writing that Employee does not wish these Options to be granted to Employee;
 
4.2   By not rejecting the grant as described in paragraph 1 of this Article, Employee accepts all of the Options granted pursuant to these Option Conditions;
 
4.3   Effective from the Date of Grant an Option Agreement will come into existence, unless Employee has rejected the Options as described in paragraph 1 of this Article.
 
     
TERMS AND CONDITIONS FOR INCENTIVE OR NEW HIRE OPTIONS   5 of 10
GRANTED TO EMPLOYEES UNDER THE ASML STOCK OPTION PLAN    
—(Version April 2007)    

 

 

Article 5 — Option Period
5.1   The Option Period shall be 10 (ten) years, counting from the Date of Grant and shall thus end on April 20 th , 2017;
 
5.2   Options may only be exercised within the Option Period;
 
5.3   Options that have not been exercised within the Option Period shall lapse after the expiration of the Option Period;
 
5.4   Notwithstanding the provisions of paragraphs 1 through 3 of this Article, the Option Period may be extended under the circumstances as referred to in Article 8.5 by a maximum period of 12 (twelve) months.
Article 6 — Exercise Price
The Exercise Price shall be equal to the closing price “cum dividend” of an ordinary ASML Share on the Euronext Amsterdam (“AEX”) in the Netherlands on the Date of Grant. For United States residents or citizens, the Euro denominated Exercise Price will be converted into a United States Dollar Exercise Price by taking the Exercise Price defined in the first sentence of this Article and applying the Euro – United States Dollar exchange rate fixing on the Allocation Date as performed by the European Central Bank at or around 14.00 hours C.E.T.;
Article 7 — Transferability of the Option
7.1   The Option shall be strictly non-transferable and may not be encumbered with a pledge;
 
7.2   Devolution by last will or hereditary succession pursuant to the statutory provisions shall, however, not vitiate the Option;
 
7.3   Option Holder shall not be permitted to conclude any transaction in relation to the Options on Euronext, Amsterdam, the Netherlands, NASDAQ, New York, United States of America, or any other stock exchange;
 
7.4   In the event of Option Holder acting in contravention of the provisions of this Article, the Options of such Option Holder shall lapse.
 
     
TERMS AND CONDITIONS FOR INCENTIVE OR NEW HIRE OPTIONS   6 of 10
GRANTED TO EMPLOYEES UNDER THE ASML STOCK OPTION PLAN    
—(Version April 2007)    

 

 

Article 8 — Exercise of the Option
8.1   The Options may only be exercised on the last day of the Option Period.
 
8.2   At the request of Option Holder the Option Period may be shortened for all or part of the Options. The Revised Option Period will then replace the Option Period for part or all the Options, whichever the request may be. On the last day of the Revised Option Period Option Holder may exercise the Options for which Option Holder has requested the Revised Option Period. In the written request Option Holder is required to notify Employer of the requested end date of the Revised Option Period.
 
8.3   A written request for a Revised Option Period during the Embargo Period shall not be honoured by Employer.
 
8.4   The Options may be exercised only in accordance with established ASML procedures existing at the time of exercise;
 
8.5   When exercising the Options Option Holder must comply with the “ASML Rules of Conduct concerning Insider Information”, as in force at the time of exercising;
 
8.6   In case of termination of the employment relationship between Employee and Employer due to Employee’s (i) death, or (ii) incapability to act, the Options may be exercised during the entire Option Period, after the Embargo Period has expired. In case the remaining Option Period, measured from the moment of termination for aforementioned reasons, consists of less than 12 (twelve) months, the Option Period will be extended such that the remaining Option Period will be at least 12 (twelve) months counting from the date of the termination. Therefore, if the date of termination for reasons mentioned in the first sentence of this Article, falls within 12 (twelve) months before the end of the Option Period as defined in Article 5.1, the Option Period will effectively be prolonged beyond the period as defined in Article 5.1;
 
    In case of termination of the employment relationship between Employee and Employer due to Employee’s (iii) retirement or (iv) occupational disability (within the meaning of the Dutch Disablement Benefits Act [Wet op de Arbeidsongeschiktheids-verzekering] ), the Options may be exercised during the entire Option Period, after the Embargo Period has expired;
 
    Retirement for these Option Conditions is defined as (a) leaving the employment of Employer at the age of 55 (fifty five) years or later in case Employee is eligible to (early) retirement payments paid by a State, Federal or private pension fund, or (b) leaving the employment of Employer under the “Rule of 65” without being eligible to (early) retirement payments paid by a State, Federal or private pension fund.
 
     
TERMS AND CONDITIONS FOR INCENTIVE OR NEW HIRE OPTIONS   7 of 10
GRANTED TO EMPLOYEES UNDER THE ASML STOCK OPTION PLAN    
—(Version April 2007)    

 

 

    The “Rule of 65” determines that Employee is deemed to retire for these Option Conditions in case Employee leaves the employment of Employer at the age of 55 (fifty five) years after 10 (ten) years of continued employment with ASML, ASML Group Company or her legal predecessors. For every additional year in excess of 55 (fifty five) years of age, Employee is required to have one year less of continued employment, until the age of 65 (sixty five) years. Employee is deemed to retire for these Option Conditions in case Employee leaves the employment of Employer at the age of 65 (sixty five) years with one or less years of continued employment with ASML, ASML Group Company or her legal predecessors. Paragraph 9 of Article 8 is not applicable;
 
8.7   If, during the Option Period, Employee is terminated for Cause by Employer or Employee is terminated by Employer on account of another reason imputable to Employee, regardless of whether employment activities have been terminated, any Options not yet exercised shall lapse forthwith. All Options that have thus become null and void will do so without Option Holder being entitled to any compensation in this respect from Employer or another ASML Group Company. Paragraph 9 of Article 8 is not applicable;
 
8.8   In case of termination of the employment relationship between Employee and Employer for reasons other than those mentioned in paragraph 6 or 7 of Article 8, without immediate re-employment of Employee by Employer or another ASML Group Company, all Options granted which are not exercised at the time of termination of the employment relationship shall lapse forthwith, insofar as paragraph 9 of Article 8 is not applicable. All Options that have thus become null and void will do so without Option Holder being entitled to any compensation in this respect from Employer or another ASML Group Company;
 
8.9   In case of termination of the employment relationship between Employee and Employer as described in paragraph 8 of Article 8, other than being voluntary termination by Employee, the following “90 day rule” will apply.
 
    The “90 day rule” determines that exercisable options may be exercised for a period 90 days from the Date of Notice, the Date of Notice being the date on which the Formal Notice Period commences. In the absence of a Formal Notice Period exercisable options may be exercised for 90 days from the Date of Termination, the Date of Termination being the date on which the employment relationship between Employee and Employer is terminated. Options that become exercisable after the expiration of the embargo period during the 90 day period may be exercised until the end of the 90 day period as stipulated in this paragraph.
 
     
TERMS AND CONDITIONS FOR INCENTIVE OR NEW HIRE OPTIONS   8 of 10
GRANTED TO EMPLOYEES UNDER THE ASML STOCK OPTION PLAN    
—(Version April 2007)    

 

 

8.10   The Options may be exercised by Option Holder for the total number allocated or in tranches of 100 or multiples thereof (with the exception of the last tranche), with the provision that each exercise must take place within the Option Period, provided such exercise is not in conflict with the provisions of Article 11.
Article 9 — Dilution of Capital
9.1   If at any time the issued capital of ASML increases, for instance as a result of (i) a resolution to issue shares with a pre-emption right for the holders of the Shares at that time outstanding, (ii) a stock dividend, or (iii) a capitalisation of reserves, the Exercise Price and/or the number of Options allocated may be adjusted in such a manner as the Board of Management shall then decide;
 
9.2   The adjustments by the Board of Management as referred to in Article 9.1 shall be binding after an independent accountant, and member of the Netherlands Institute for Registered Accountants [Nederlands Instituut voor Register Accountants], has issued a certificate stating that the adjustments have been determined in a reasonable manner. Adjustment of the Exercise Price and or the number of Options shall take place on the day preceding the day on which notice was given of the aforementioned resolutions. Any tax and/or social insurance contributions payable as a result of the above shall be for the account of Option Holder;
 
9.3   An adjustment of the Exercise Price and/or the number of Options allocated and the computation upon which the same are based shall be notified as soon as possible to Option Holder in writing.
Article 10 — Taxes and Costs
10.1   All taxes and/or social insurance contributions payable as a result of the Options allocated and/or as a result of Option being owned and/or exercised by Option Holder or Option Holder’s heirs, including possible consequences of an amendment of the Option Conditions, shall be entirely for the account of Option Holder or Option Holder’s heirs as the case may be;
 
10.2   Option Holder, or Option Holder’s heirs as the case may be, shall be liable for all the costs relating to the exercise of Options, including but not limited to costs charged by stock brokers in connection with the acquired Shares resulting from the exercise of Options and the contiguous sale of such Shares;
 
10.3   Costs relating to the issue and/or acquisition of Shares in the capital of ASML shall be for the account of ASML.
 
     
TERMS AND CONDITIONS FOR INCENTIVE OR NEW HIRE OPTIONS   9 of 10
GRANTED TO EMPLOYEES UNDER THE ASML STOCK OPTION PLAN    
—(Version April 2007)    

 

 

Article 11 — Prevention of Insider Trading
Option Holder who, by not rejecting the Options granted as mentioned in Article 4, accepts the Option Conditions, shall at the same time, be deemed to accept the applicable “ASML Rules of Conduct concerning Insider Information” and to act accordingly.
Article 12 — Notices
12.1   Notices which must be given by ASML to Option Holder pursuant to or in connection with the Option Rules and/or the Option Conditions shall be regarded as correctly addressed if sent to the address of Option Holder as recorded in the Human Resources & Organisation Staff Records of the ASML Group Company;
 
12.2   Notices which must be given by Option Holder to ASML pursuant to or in connection with the Option Rules and/or the Option Conditions shall be regarded as correctly addressed if sent to the address of ASML as listed with the Chamber of Commerce, for the attention of the ASML Stock Option Administrator.
Article 13 — Disputes
13.1   The Option Rules, the Option Conditions, the annexes thereto, and all further documents relating to the Option Rules and/or the Option Conditions shall be governed by the laws of the Netherlands;
 
13.2   All disputes arising from the Option Rules, the Option Conditions, the annexes thereto, and further documents relating to the Option Rules and/or the Option Conditions, shall in the first instance, be settled by the District Court of Eindhoven.
Article 14 — Amendments
14.1   The Board of Management shall have the power to amend the Option Rules and/or Option Conditions or add further provisions to the same at any time;
 
14.2   Option Holder shall be informed of any amendments or measures as referred to in this Article in good time, in writing.
 
     
TERMS AND CONDITIONS FOR INCENTIVE OR NEW HIRE OPTIONS   10 of 10
GRANTED TO EMPLOYEES UNDER THE ASML STOCK OPTION PLAN    
—(Version April 2007)    

 

 

Exhibit 4.7
(ASML LOGO)
Terms and Conditions
For Incentive or New Hire Options granted to
Senior and Executive Management
under the ASML Stock Option Plan
(Version July 2007)

 

 

TABLE OF CONTENTS
         
Related documents
    2  
Article 1 - Definitions
    3  
Article 2 - Scope and Object
    5  
Article 3 - Acquisition of Options
    5  
Article 4 - Acceptance of the Options
    5  
Article 5 - Option Period
    6  
Article 6 - Exercise Price
    6  
Article 7 - Transferability of the Option
    6  
Article 8 - Exercise of the Option
    8  
Article 9 - Dilution of Capital
    9  
Article 10 - Taxes and Costs
    9  
Article 11 - Prevention of Insider Trading
    10  
Article 12 - Notices
    10  
Article 13 - Disputes
    10  
Article 14 - Amendments
    10  
Related documents
In these Option Conditions reference is made to the following documents:
- ASML Stock Option Plan (version 2)
- ASML Insider Trading Rules
These documents may be consulted on the ASML Intranet.
     
TERMS AND CONDITIONS FOR INCENTIVE OR NEW HIRE OPTIONS
GRANTED TO SENIOR AND EXECUTIVE MANAGEMENT
UNDER THE ASML STOCK OPTION PLAN — (Version July 2007) 		  2 of 10

 

 

Article 1 — Definitions
In these Option Terms and Conditions and in related documents, the following terms shall have the meanings as defined in this Article, unless explicitly stated otherwise.
         
ASML
  :   ASML Holding N.V., having its business address at De Run 6501 in Veldhoven;
 
       
ASML Group Company
  :   an affiliated company of ASML, in which the affiliation is determined by section 24c of Book 2 of the Dutch Civil Code, irrespective of the jurisdiction of such company and irrespective of the place where it has its registered office;
 
       
Date of Grant
  :   the date on which the Option is granted in writing, which date is fixed at July 20 th , 2007;
 
       
Embargo Period
  :   the period from July 20 th , 2007 up to and including July 19th, 2010;
 
       
Employee
  :   a natural person who on the Date of Grant is employed by ASML in job grades 92 through 95 and who is on her or an ASML Group Company’s payroll on that date;
 
       
Employer
  :   ASML or ASML Group Company that employs Employee on the Date of Grant;
 
       
Exercise Price
  :   the price for which Option Holder may acquire one Share upon the exercise of one Option;
 
       
Option
  :   a right granted by Employer to Option Holder to acquire one Share at the end of the Option Period or the Revised Option Period against payment of the Exercise Price during the Option Period. Options granted to United States residents or citizens will give such Option Holders the right to acquire Shares quoted on the NASDAQ while Options granted to all other Option Holders will give the right to acquire Shares quoted on the AEX;
 
       
Option Conditions
  :   the present Terms and Conditions for Incentive or New Hire Options granted to Senior and Executive Management under the ASML Stock Option Plan – version July 2007,
     
TERMS AND CONDITIONS FOR INCENTIVE OR NEW HIRE OPTIONS
GRANTED TO SENIOR AND EXECUTIVE MANAGEMENT
UNDER THE ASML STOCK OPTION PLAN — (Version July 2007) 		  3 of 10

 

 

         
 
      including any modifications subsequently introduced herein in conformity with the same;
 
       
Option Holder
  :   the holder of an Option, being the person to whom an Option has been granted in writing and who at the time of granting of such Option is an Employee of ASML or who has become the holder of such Option by virtue of being Employee’s heir;
 
       
Option Period
  :   the period during which the Option may be exercised;
 
       
Option Rules
  :   the ASML Stock Option Plan (version 2) including any modifications subsequently introduced therein in conformity with the same, on which these Option Conditions are based;
 
       
Revised Option Period
  :   the applicable Option Period for all – or a part of – the Options after approval by Employer of a request by Option Holder as mentioned in Article 8;
 
       
Share
  :   an ordinary share with a nominal value of EURO 0.02 (two EURO Cents) in the share capital of ASML, which share is listed on the Euronext Amsterdam (“AEX”) in the Netherlands, or the NASDAQ Stock Market (“NASDAQ”), New York City, New York, USA, which share is acquired by Option Holder by exercising an Option granted under these Option Conditions;
 
       
Termination for Cause
  :   Cause shall mean (i) any act of personal dishonesty taken by Employee in connection with his or her responsibilities as Employee and intended to result in a personal enrichment of Employee, (ii) conviction of a felony, (iii) a willful act by Employee that constitutes gross misconduct and is injurious to Employer, and (iv) continued violations by Employee of his or her obligations to Employer which are demonstrably willful and deliberate on his or her part after (a) there has been delivered to Employee a written demand for performance from Employer that describes the basis for the belief that he or she has not substantially performed his or her duties set forth in specific goals to cure such defaults, and (b) he or she has been given 30 (thirty) days during which he or she has been unable to
     
TERMS AND CONDITIONS FOR INCENTIVE OR NEW HIRE OPTIONS
GRANTED TO SENIOR AND EXECUTIVE MANAGEMENT
UNDER THE ASML STOCK OPTION PLAN — (Version July 2007) 		  4 of 10

 

 

         
 
      cure such failure to perform his or her duties. For Employees who are resident in the Netherlands, the term Cause shall have the meaning as stated in section 7:677 in conjunction with section 7:678 of the Dutch Civil Code at that time.
The terms defined above in the singular or in the plural shall also comprise the plural and vice versa, unless in the case concerned it can be inferred otherwise from the text of the Option Conditions.
Article 2 — Scope and Object
These Option Conditions are part of the Option Rules and contain the terms and conditions that are applicable to Option Holder pursuant to Article IV of the Option Rules.
Option Holder is aware of the fact that the value of the shares may fluctuate, and that ASML does not guarantee that Option Holder shall derive any benefit from the Options granted under this ASML Stock Option Plan – version July 2007.
Nothing in these Option Conditions or related documents by themselves or in combination shall be construed as an expressed or implied contract of employment or a guarantee of continued future employment.
Article 3 — Acquisition of Options
Employee is granted Options under these Option Conditions on the Date of Grant by Employer. The Options are granted in writing.
Article 4 — Acceptance of the Options
4.1   The Options shall be granted under the dissolving condition that within 10 (ten) days after the Date of Grant, Employee does not inform Employer in writing that Employee does not wish these Options to be granted to Employee;
 
4.2   By not rejecting the grant as described in paragraph 1 of this Article, Employee accepts all of the Options granted pursuant to these Option Conditions;
 
4.3   Effective from the Date of Grant an Option Agreement will come into existence, unless Employee has rejected the Options as described in paragraph 1 of this Article.
     
TERMS AND CONDITIONS FOR INCENTIVE OR NEW HIRE OPTIONS
GRANTED TO SENIOR AND EXECUTIVE MANAGEMENT
UNDER THE ASML STOCK OPTION PLAN — (Version July 2007) 		  5 of 10

 

 

Article 5 — Option Period
5.1   The Option Period shall be 10 (ten) years, counting from the Date of Grant and shall thus end on July 19 th , 2017;
 
5.2   Options may only be exercised within the Option Period;
 
5.3   Options that have not been exercised within the Option Period shall lapse after the expiration of the Option Period;
 
5.4   Notwithstanding the provisions of paragraphs 1 through 3 of this Article, the Option Period may be extended under the circumstances as referred to in Article 8.5 by a maximum period of 12 (twelve) months.
Article 6 — Exercise Price
The Exercise Price shall be equal to the closing price “cum dividend” of an ordinary ASML Share on the Euronext Amsterdam (“AEX”) in the Netherlands on the Date of Grant. For United States residents or citizens, the Euro denominated Exercise Price will be converted into a United States Dollar Exercise Price by taking the Exercise Price defined in the first sentence of this Article and applying the Euro – United States Dollar exchange rate fixing on the Allocation Date as performed by the European Central Bank at or around 14.00 hours C.E.T.;
Article 7 — Transferability of the Option
7.1   The Option shall be strictly non-transferable and may not be encumbered with a pledge;
 
7.2   Devolution by last will or hereditary succession pursuant to the statutory provisions shall, however, not vitiate the Option;
 
7.3   Option Holder shall not be permitted to conclude any transaction in relation to the Options on Euronext, Amsterdam, the Netherlands, NASDAQ, New York, United States of America, or any other stock exchange;
 
7.4   In the event of Option Holder acting in contravention of the provisions of this Article, the Options of such Option Holder shall lapse.
     
TERMS AND CONDITIONS FOR INCENTIVE OR NEW HIRE OPTIONS
GRANTED TO SENIOR AND EXECUTIVE MANAGEMENT
UNDER THE ASML STOCK OPTION PLAN — (Version July 2007) 		  6 of 10

 

 

Article 8 — Exercise of the Option
8.1   The Options may only be exercised on the last day of the Option Period.
 
8.2   At the request of Option Holder the Option Period may be shortened for all or part of the Options. The Revised Option Period will then replace the Option Period for part or all the Options, whichever the request may be. On the last day of the Revised Option Period Option Holder may exercise the Options for which Option Holder has requested the Revised Option Period. In the written request Option Holder is required to notify Employer of the requested end date of the Revised Option Period.
 
8.3   A written request for a Revised Option Period during the Embargo Period shall not be honoured by Employer.
 
8.4   The Options may be exercised only in accordance with established ASML procedures existing at the time of exercise;
 
8.5   When exercising the Options Option Holder must comply with the “ASML Rules of Conduct concerning Insider Information”, as in force at the time of exercising;
 
8.6   In case of termination of the employment relationship between Employee and Employer due to Employee’s (i) death, or (ii) incapability to act, the Options may be exercised during the entire Option Period, after the Embargo Period has expired. In case the remaining Option Period, measured from the moment of termination for aforementioned reasons, consists of less than 12 (twelve) months, the Option Period will be extended such that the remaining Option Period will be at least 12 (twelve) months counting from the date of the termination. Therefore, if the date of termination for reasons mentioned in the first sentence of this Article, falls within 12 (twelve) months before the end of the Option Period as defined in Article 5.1, the Option Period will effectively be prolonged beyond the period as defined in Article 5.1;
 
    In case of termination of the employment relationship between Employee and Employer due to Employee’s (iii) retirement or (iv) occupational disability (within the meaning of the Dutch Disablement Benefits Act [Wet op de Arbeidsongeschiktheids-verzekering] ), the Options may be exercised during the entire Option Period, after the Embargo Period has expired;
 
    Retirement for these Option Conditions is defined as (a) leaving the employment of Employer at the age of 55 (fifty five) years or later in case Employee is eligible to (early) retirement payments paid by a State, Federal or private pension fund, or (b) leaving the employment of Employer under the “Rule of 65” without being eligible to (early) retirement payments paid by a State, Federal or private pension fund.
     
TERMS AND CONDITIONS FOR INCENTIVE OR NEW HIRE OPTIONS
GRANTED TO SENIOR AND EXECUTIVE MANAGEMENT
UNDER THE ASML STOCK OPTION PLAN — (Version July 2007) 		  7 of 10

 

 

    The “Rule of 65” determines that Employee is deemed to retire for these Option Conditions in case Employee leaves the employment of Employer at the age of 55 (fifty five) years after 10 (ten) years of continued employment with ASML, ASML Group Company or her legal predecessors. For every additional year in excess of 55 (fifty five) years of age, Employee is required to have one year less of continued employment, until the age of 65 (sixty five) years. Employee is deemed to retire for these Option Conditions in case Employee leaves the employment of Employer at the age of 65 (sixty five) years with one or less years of continued employment with ASML, ASML Group Company or her legal predecessors. Paragraph 9 of Article 8 is not applicable;
 
8.7   If, during the Option Period, Employee is terminated for Cause by Employer or Employee is terminated by Employer on account of another reason imputable to Employee, regardless of whether employment activities have been terminated, any Options not yet exercised shall lapse forthwith. All Options that have thus become null and void will do so without Option Holder being entitled to any compensation in this respect from Employer or another ASML Group Company. Paragraph 9 of Article 8 is not applicable;
 
8.8   In case of termination of the employment relationship between Employee and Employer for reasons other than those mentioned in paragraph 6 or 7 of Article 8, without immediate re-employment of Employee by Employer or another ASML Group Company, all Options granted which are not exercised at the time of termination of the employment relationship shall lapse forthwith, insofar as paragraph 9 of Article 8 is not applicable. All Options that have thus become null and void will do so without Option Holder being entitled to any compensation in this respect from Employer or another ASML Group Company;
 
8.9   In case of termination of the employment relationship between Employee and Employer as described in paragraph 8 of Article 8, other than being voluntary termination by Employee, the following “90 day rule” will apply.
 
    The “90 day rule” determines that exercisable options may be exercised for a period 90 days from the Date of Notice, the Date of Notice being the date on which the Formal Notice Period commences. In the absence of a Formal Notice Period exercisable options may be exercised for 90 days from the Date of Termination, the Date of Termination being the date on which the employment relationship between Employee and Employer is terminated. Options that become exercisable after the expiration of the embargo period during the 90 day period may be exercised until the end of the 90 day period as stipulated in this paragraph.
     
TERMS AND CONDITIONS FOR INCENTIVE OR NEW HIRE OPTIONS
GRANTED TO SENIOR AND EXECUTIVE MANAGEMENT
UNDER THE ASML STOCK OPTION PLAN — (Version July 2007) 		  8 of 10

 

 

8.10   The Options may be exercised by Option Holder for the total number allocated or in tranches of 100 or multiples thereof (with the exception of the last tranche), with the provision that each exercise must take place within the Option Period, provided such exercise is not in conflict with the provisions of Article 11.
Article 9 — Dilution of Capital
9.1   If at any time the issued capital of ASML increases, for instance as a result of (i) a resolution to issue shares with a pre-emption right for the holders of the Shares at that time outstanding, (ii) a stock dividend, or (iii) a capitalisation of reserves, the Exercise Price and/or the number of Options allocated may be adjusted in such a manner as the Board of Management shall then decide;
 
9.2   The adjustments by the Board of Management as referred to in Article 9.1 shall be binding after an independent accountant, and member of the Netherlands Institute for Registered Accountants [Nederlands Instituut voor Register Accountants], has issued a certificate stating that the adjustments have been determined in a reasonable manner. Adjustment of the Exercise Price and or the number of Options shall take place on the day preceding the day on which notice was given of the aforementioned resolutions. Any tax and/or social insurance contributions payable as a result of the above shall be for the account of Option Holder;
 
9.3   An adjustment of the Exercise Price and/or the number of Options allocated and the computation upon which the same are based shall be notified as soon as possible to Option Holder in writing.
Article 10 — Taxes and Costs
10.1   All taxes and/or social insurance contributions payable as a result of the Options allocated and/or as a result of Option being owned and/or exercised by Option Holder or Option Holder’s heirs, including possible consequences of an amendment of the Option Conditions, shall be entirely for the account of Option Holder or Option Holder’s heirs as the case may be;
 
10.2   Option Holder, or Option Holder’s heirs as the case may be, shall be liable for all the costs relating to the exercise of Options, including but not limited to costs charged by stock brokers in connection with the acquired Shares resulting from the exercise of Options and the contiguous sale of such Shares;
 
10.3   Costs relating to the issue and/or acquisition of Shares in the capital of ASML shall be for the account of ASML.
     
TERMS AND CONDITIONS FOR INCENTIVE OR NEW HIRE OPTIONS
GRANTED TO SENIOR AND EXECUTIVE MANAGEMENT
UNDER THE ASML STOCK OPTION PLAN — (Version July 2007) 		  9 of 10

 

 

Article 11 — Prevention of Insider Trading
Option Holder who, by not rejecting the Options granted as mentioned in Article 4, accepts the Option Conditions, shall at the same time, be deemed to accept the applicable “ASML Rules of Conduct concerning Insider Information” and to act accordingly.
Article 12 — Notices
12.1   Notices which must be given by ASML to Option Holder pursuant to or in connection with the Option Rules and/or the Option Conditions shall be regarded as correctly addressed if sent to the address of Option Holder as recorded in the Human Resources & Organisation Staff Records of the ASML Group Company;
 
12.2   Notices which must be given by Option Holder to ASML pursuant to or in connection with the Option Rules and/or the Option Conditions shall be regarded as correctly addressed if sent to the address of ASML as listed with the Chamber of Commerce, for the attention of the ASML Stock Option Administrator.
Article 13 — Disputes
13.1   The Option Rules, the Option Conditions, the annexes thereto, and all further documents relating to the Option Rules and/or the Option Conditions shall be governed by the laws of the Netherlands;
 
13.2   All disputes arising from the Option Rules, the Option Conditions, the annexes thereto, and further documents relating to the Option Rules and/or the Option Conditions, shall in the first instance, be settled by the District Court of Eindhoven.
Article 14 — Amendments
14.1   The Board of Management shall have the power to amend the Option Rules and/or Option Conditions or add further provisions to the same at any time;
 
14.2   Option Holder shall be informed of any amendments or measures as referred to in this Article in good time, in writing.
     
TERMS AND CONDITIONS FOR INCENTIVE OR NEW HIRE OPTIONS
GRANTED TO SENIOR AND EXECUTIVE MANAGEMENT
UNDER THE ASML STOCK OPTION PLAN — (Version July 2007) 		  10 of 10

 

 

Exhibit 4.8
(ASML LOGO)
Terms and Conditions
For Incentive or New Hire Options granted to
Employees under the ASML Stock Option Plan
(Version July 2007)

 

 

TABLE OF CONTENTS
         
Related documents
    2  
Article 1 - Definitions
    3  
Article 2 - Scope and Object
    5  
Article 3 - Acquisition of Options
    5  
Article 4 - Acceptance of the Options
    5  
Article 5 - Option Period
    6  
Article 6 - Exercise Price
    6  
Article 7 - Transferability of the Option
    6  
Article 8 - Exercise of the Option
    8  
Article 9 - Dilution of Capital
    9  
Article 10 - Taxes and Costs
    9  
Article 11 - Prevention of Insider Trading
    10  
Article 12 - Notices
    10  
Article 13 - Disputes
    10  
Article 14 - Amendments
    10  
Related documents
In these Option Conditions reference is made to the following documents:
- ASML Stock Option Plan (version 2)
- ASML Insider Trading Rules
These documents may be consulted on the ASML Intranet.
     
TERMS AND CONDITIONS FOR INCENTIVE OR NEW HIRE OPTIONS   2 of 10
GRANTED TO EMPLOYEES UNDER THE ASML STOCK OPTION PLAN    
- (Version July 2007)    

 

 

Article 1 — Definitions
In these Option Terms and Conditions and in related documents, the following terms shall have the meanings as defined in this Article, unless explicitly stated otherwise.
         
ASML
  :   ASML Holding N.V., having its business address at De Run 6501 in Veldhoven;
 
       
ASML Group Company
  :   an affiliated company of ASML, in which the affiliation is determined by section 24c of Book 2 of the Dutch Civil Code, irrespective of the jurisdiction of such company and irrespective of the place where it has its registered office;
 
       
Date of Grant
  :   the date on which the Option is granted in writing, which date is fixed at July 20 th , 2007;
 
       
Embargo Period
  :   the period from July 20 th , 2007 up to and including July 19th, 2010;
 
       
Employee
  :   a natural person who on the Date of Grant is employed by ASML in job grades 81 through 91 and who is on her or an ASML Group Company’s payroll on that date;
 
       
Employer
  :   ASML or ASML Group Company that employs Employee on the Date of Grant;
 
       
Exercise Price
  :   the price for which Option Holder may acquire one Share upon the exercise of one Option;
 
       
Option
  :   a right granted by Employer to Option Holder to acquire one Share at the end of the Option Period or the Revised Option Period against payment of the Exercise Price during the Option Period. Options granted to United States residents or citizens will give such Option Holders the right to acquire Shares quoted on the NASDAQ while Options granted to all other Option Holders will give the right to acquire Shares quoted on the AEX;
 
       
Option Conditions
  :   the present Terms and Conditions for Incentive or New Hire Options granted to Employees under the ASML Stock Option Plan – version July 2007, including any
     
TERMS AND CONDITIONS FOR INCENTIVE OR NEW HIRE OPTIONS   3 of 10
GRANTED TO EMPLOYEES UNDER THE ASML STOCK OPTION PLAN    
- (Version July 2007)    

 

 

         
 
      modifications subsequently introduced herein in conformity with the same;
 
       
Option Holder
  :   the holder of an Option, being the person to whom an Option has been granted in writing and who at the time of granting of such Option is an Employee of ASML or who has become the holder of such Option by virtue of being Employee’s heir;
 
       
Option Period
  :   the period during which the Option may be exercised;
 
       
Option Rules
  :   the ASML Stock Option Plan (version 2) including any modifications subsequently introduced therein in conformity with the same, on which these Option Conditions are based;
 
       
Revised Option Period
  :   the applicable Option Period for all – or a part of – the Options after approval by Employer of a request by Option Holder as mentioned in Article 8;
 
       
Share
  :   an ordinary share with a nominal value of EURO 0.02 (two EURO Cents) in the share capital of ASML, which share is listed on the Euronext Amsterdam (“AEX”) in the Netherlands, or the NASDAQ Stock Market (“NASDAQ”), New York City, New York, USA, which share is acquired by Option Holder by exercising an Option granted under these Option Conditions;
 
       
Termination for Cause
  :   Cause shall mean (i) any act of personal dishonesty taken by Employee in connection with his or her responsibilities as Employee and intended to result in a personal enrichment of Employee, (ii) conviction of a felony, (iii) a willful act by Employee that constitutes gross misconduct and is injurious to Employer, and (iv) continued violations by Employee of his or her obligations to Employer which are demonstrably willful and deliberate on his or her part after (a) there has been delivered to Employee a written demand for performance from Employer that describes the basis for the belief that he or she has not substantially performed his or her duties set forth in specific goals to cure such defaults, and (b) he or she has been given 30 (thirty) days during which he or she has been unable to
     
TERMS AND CONDITIONS FOR INCENTIVE OR NEW HIRE OPTIONS   4 of 10
GRANTED TO EMPLOYEES UNDER THE ASML STOCK OPTION PLAN    
- (Version July 2007)    

 

 

         
 
      cure such failure to perform his or her duties. For Employees who are resident in the Netherlands, the term Cause shall have the meaning as stated in section 7:677 in conjunction with section 7:678 of the Dutch Civil Code at that time.
The terms defined above in the singular or in the plural shall also comprise the plural and vice versa, unless in the case concerned it can be inferred otherwise from the text of the Option Conditions.
Article 2 — Scope and Object
These Option Conditions are part of the Option Rules and contain the terms and conditions that are applicable to Option Holder pursuant to Article IV of the Option Rules.
Option Holder is aware of the fact that the value of the shares may fluctuate, and that ASML does not guarantee that Option Holder shall derive any benefit from the Options granted under this ASML Stock Option Plan – version July 2007.
Nothing in these Option Conditions or related documents by themselves or in combination shall be construed as an expressed or implied contract of employment or a guarantee of continued future employment.
Article 3 — Acquisition of Options
Employee is granted Options under these Option Conditions on the Date of Grant by Employer. The Options are granted in writing.
Article 4 — Acceptance of the Options
4.1   The Options shall be granted under the dissolving condition that within 10 (ten) days after the Date of Grant, Employee does not inform Employer in writing that Employee does not wish these Options to be granted to Employee;
 
4.2   By not rejecting the grant as described in paragraph 1 of this Article, Employee accepts all of the Options granted pursuant to these Option Conditions;
 
4.3   Effective from the Date of Grant an Option Agreement will come into existence, unless Employee has rejected the Options as described in paragraph 1 of this Article.
     
TERMS AND CONDITIONS FOR INCENTIVE OR NEW HIRE OPTIONS
GRANTED TO EMPLOYEES UNDER THE ASML STOCK OPTION PLAN
- (Version July 2007) 		  5 of 10

 

 

Article 5 — Option Period
5.1   The Option Period shall be 10 (ten) years, counting from the Date of Grant and shall thus end on July 20 th , 2017;
 
5.2   Options may only be exercised within the Option Period;
 
5.3   Options that have not been exercised within the Option Period shall lapse after the expiration of the Option Period;
 
5.4   Notwithstanding the provisions of paragraphs 1 through 3 of this Article, the Option Period may be extended under the circumstances as referred to in Article 8.5 by a maximum period of 12 (twelve) months.
Article 6 — Exercise Price
The Exercise Price shall be equal to the closing price “cum dividend” of an ordinary ASML Share on the Euronext Amsterdam (“AEX”) in the Netherlands on the Date of Grant. For United States residents or citizens, the Euro denominated Exercise Price will be converted into a United States Dollar Exercise Price by taking the Exercise Price defined in the first sentence of this Article and applying the Euro – United States Dollar exchange rate fixing on the Allocation Date as performed by the European Central Bank at or around 14.00 hours C.E.T.;
Article 7 — Transferability of the Option
7.1   The Option shall be strictly non-transferable and may not be encumbered with a pledge;
 
7.2   Devolution by last will or hereditary succession pursuant to the statutory provisions shall, however, not vitiate the Option;
 
7.3   Option Holder shall not be permitted to conclude any transaction in relation to the Options on Euronext, Amsterdam, the Netherlands, NASDAQ, New York, United States of America, or any other stock exchange;
 
7.4   In the event of Option Holder acting in contravention of the provisions of this Article, the Options of such Option Holder shall lapse.
     
TERMS AND CONDITIONS FOR INCENTIVE OR NEW HIRE OPTIONS
GRANTED TO EMPLOYEES UNDER THE ASML STOCK OPTION PLAN
- (Version July 2007) 		  6 of 10

 

 

Article 8 — Exercise of the Option
8.1   The Options may only be exercised on the last day of the Option Period.
 
8.2   At the request of Option Holder the Option Period may be shortened for all or part of the Options. The Revised Option Period will then replace the Option Period for part or all the Options, whichever the request may be. On the last day of the Revised Option Period Option Holder may exercise the Options for which Option Holder has requested the Revised Option Period. In the written request Option Holder is required to notify Employer of the requested end date of the Revised Option Period.
 
8.3   A written request for a Revised Option Period during the Embargo Period shall not be honoured by Employer.
 
8.4   The Options may be exercised only in accordance with established ASML procedures existing at the time of exercise;
 
8.5   When exercising the Options Option Holder must comply with the “ASML Rules of Conduct concerning Insider Information”, as in force at the time of exercising;
 
8.6   In case of termination of the employment relationship between Employee and Employer due to Employee’s (i) death, or (ii) incapability to act, the Options may be exercised during the entire Option Period, after the Embargo Period has expired. In case the remaining Option Period, measured from the moment of termination for aforementioned reasons, consists of less than 12 (twelve) months, the Option Period will be extended such that the remaining Option Period will be at least 12 (twelve) months counting from the date of the termination. Therefore, if the date of termination for reasons mentioned in the first sentence of this Article, falls within 12 (twelve) months before the end of the Option Period as defined in Article 5.1, the Option Period will effectively be prolonged beyond the period as defined in Article 5.1;
 
    In case of termination of the employment relationship between Employee and Employer due to Employee’s (iii) retirement or (iv) occupational disability (within the meaning of the Dutch Disablement Benefits Act [Wet op de Arbeidsongeschiktheids-verzekering] ), the Options may be exercised during the entire Option Period, after the Embargo Period has expired;
 
    Retirement for these Option Conditions is defined as (a) leaving the employment of Employer at the age of 55 (fifty five) years or later in case Employee is eligible to (early) retirement payments paid by a State, Federal or private pension fund, or (b) leaving the employment of Employer under the “Rule of 65” without being eligible to (early) retirement payments paid by a State, Federal or private pension fund.
     
TERMS AND CONDITIONS FOR INCENTIVE OR NEW HIRE OPTIONS
GRANTED TO EMPLOYEES UNDER THE ASML STOCK OPTION PLAN
- (Version July 2007) 		  7 of 10

 

 

    The “Rule of 65” determines that Employee is deemed to retire for these Option Conditions in case Employee leaves the employment of Employer at the age of 55 (fifty five) years after 10 (ten) years of continued employment with ASML, ASML Group Company or her legal predecessors. For every additional year in excess of 55 (fifty five) years of age, Employee is required to have one year less of continued employment, until the age of 65 (sixty five) years. Employee is deemed to retire for these Option Conditions in case Employee leaves the employment of Employer at the age of 65 (sixty five) years with one or less years of continued employment with ASML, ASML Group Company or her legal predecessors. Paragraph 9 of Article 8 is not applicable;
 
8.7   If, during the Option Period, Employee is terminated for Cause by Employer or Employee is terminated by Employer on account of another reason imputable to Employee, regardless of whether employment activities have been terminated, any Options not yet exercised shall lapse forthwith. All Options that have thus become null and void will do so without Option Holder being entitled to any compensation in this respect from Employer or another ASML Group Company. Paragraph 9 of Article 8 is not applicable;
 
8.8   In case of termination of the employment relationship between Employee and Employer for reasons other than those mentioned in paragraph 6 or 7 of Article 8, without immediate re-employment of Employee by Employer or another ASML Group Company, all Options granted which are not exercised at the time of termination of the employment relationship shall lapse forthwith, insofar as paragraph 9 of Article 8 is not applicable. All Options that have thus become null and void will do so without Option Holder being entitled to any compensation in this respect from Employer or another ASML Group Company;
 
8.9   In case of termination of the employment relationship between Employee and Employer as described in paragraph 8 of Article 8, other than being voluntary termination by Employee, the following “90 day rule” will apply.
 
    The “90 day rule” determines that exercisable options may be exercised for a period 90 days from the Date of Notice, the Date of Notice being the date on which the Formal Notice Period commences. In the absence of a Formal Notice Period exercisable options may be exercised for 90 days from the Date of Termination, the Date of Termination being the date on which the employment relationship between Employee and Employer is terminated. Options that become exercisable after the expiration of the embargo period during the 90 day period may be exercised until the end of the 90 day period as stipulated in this paragraph.
     
TERMS AND CONDITIONS FOR INCENTIVE OR NEW HIRE OPTIONS
GRANTED TO EMPLOYEES UNDER THE ASML STOCK OPTION PLAN
- (Version July 2007) 		  8 of 10

 

 

8.10   The Options may be exercised by Option Holder for the total number allocated or in tranches of 100 or multiples thereof (with the exception of the last tranche), with the provision that each exercise must take place within the Option Period, provided such exercise is not in conflict with the provisions of Article 11.
Article 9 — Dilution of Capital
9.1   If at any time the issued capital of ASML increases, for instance as a result of (i) a resolution to issue shares with a pre-emption right for the holders of the Shares at that time outstanding, (ii) a stock dividend, or (iii) a capitalisation of reserves, the Exercise Price and/or the number of Options allocated may be adjusted in such a manner as the Board of Management shall then decide;
 
9.2   The adjustments by the Board of Management as referred to in Article 9.1 shall be binding after an independent accountant, and member of the Netherlands Institute for Registered Accountants [Nederlands Instituut voor Register Accountants], has issued a certificate stating that the adjustments have been determined in a reasonable manner. Adjustment of the Exercise Price and or the number of Options shall take place on the day preceding the day on which notice was given of the aforementioned resolutions. Any tax and/or social insurance contributions payable as a result of the above shall be for the account of Option Holder;
9.3   An adjustment of the Exercise Price and/or the number of Options allocated and the computation upon which the same are based shall be notified as soon as possible to Option Holder in writing.
Article 10 — Taxes and Costs
10.1   All taxes and/or social insurance contributions payable as a result of the Options allocated and/or as a result of Option being owned and/or exercised by Option Holder or Option Holder’s heirs, including possible consequences of an amendment of the Option Conditions, shall be entirely for the account of Option Holder or Option Holder’s heirs as the case may be;
 
10.2   Option Holder, or Option Holder’s heirs as the case may be, shall be liable for all the costs relating to the exercise of Options, including but not limited to costs charged by stock brokers in connection with the acquired Shares resulting from the exercise of Options and the contiguous sale of such Shares;
 
10.3   Costs relating to the issue and/or acquisition of Shares in the capital of ASML shall be for the account of ASML.
     
TERMS AND CONDITIONS FOR INCENTIVE OR NEW HIRE OPTIONS
GRANTED TO EMPLOYEES UNDER THE ASML STOCK OPTION PLAN
- (Version July 2007) 		  9 of 10

 

 

Article 11 — Prevention of Insider Trading
Option Holder who, by not rejecting the Options granted as mentioned in Article 4, accepts the Option Conditions, shall at the same time, be deemed to accept the applicable “ASML Rules of Conduct concerning Insider Information” and to act accordingly.
Article 12 — Notices
12.1   Notices which must be given by ASML to Option Holder pursuant to or in connection with the Option Rules and/or the Option Conditions shall be regarded as correctly addressed if sent to the address of Option Holder as recorded in the Human Resources & Organisation Staff Records of the ASML Group Company;
 
12.2   Notices which must be given by Option Holder to ASML pursuant to or in connection with the Option Rules and/or the Option Conditions shall be regarded as correctly addressed if sent to the address of ASML as listed with the Chamber of Commerce, for the attention of the ASML Stock Option Administrator.
Article 13 — Disputes
13.1   The Option Rules, the Option Conditions, the annexes thereto, and all further documents relating to the Option Rules and/or the Option Conditions shall be governed by the laws of the Netherlands;
 
13.2   All disputes arising from the Option Rules, the Option Conditions, the annexes thereto, and further documents relating to the Option Rules and/or the Option Conditions, shall in the first instance, be settled by the District Court of Eindhoven.
Article 14 — Amendments
14.1   The Board of Management shall have the power to amend the Option Rules and/or Option Conditions or add further provisions to the same at any time;
 
14.2   Option Holder shall be informed of any amendments or measures as referred to in this Article in good time, in writing.
     
TERMS AND CONDITIONS FOR INCENTIVE OR NEW HIRE OPTIONS
GRANTED TO EMPLOYEES UNDER THE ASML STOCK OPTION PLAN
- (Version July 2007) 		  10 of 10

 

 

Exhibit 4.9
(ASML LOGO)
Terms and Conditions
For Incentive or New Hire Options granted to
Senior and Executive Management
under the ASML Stock Option Plan
(Version October 2007)

 

 

TABLE OF CONTENTS
         
Related documents
    2  
Article 1 - Definitions
    3  
Article 2 - Scope and Object
    5  
Article 3 - Acquisition of Options
    5  
Article 4 - Acceptance of the Options
    5  
Article 5 - Option Period
    6  
Article 6 - Exercise Price
    6  
Article 7 - Transferability of the Option
    6  
Article 8 - Exercise of the Option
    8  
Article 9 - Dilution of Capital
    9  
Article 10 - Taxes and Costs
    9  
Article 11 - Prevention of Insider Trading
    10  
Article 12 - Notices
    10  
Article 13 - Disputes
    10  
Article 14 - Amendments
    10  
Related documents
In these Option Conditions reference is made to the following documents:
- ASML Stock Option Plan (version 2)
- ASML Insider Trading Rules
These documents may be consulted on the ASML Intranet.
     
TERMS AND CONDITIONS FOR INCENTIVE OR NEW HIRE OPTIONS
  2 of 10
GRANTED TO SENIOR AND EXECUTIVE MANAGEMENT
   
UNDER THE ASML STOCK OPTION PLAN — (Version October 2007)
   

 

 

Article 1 — Definitions
In these Option Terms and Conditions and in related documents, the following terms shall have the meanings as defined in this Article, unless explicitly stated otherwise.
         
ASML
  :   ASML Holding N.V., having its business address at De Run 6501 in Veldhoven;
 
       
ASML Group Company
  :   an affiliated company of ASML, in which the affiliation is determined by section 24c of Book 2 of the Dutch Civil Code, irrespective of the jurisdiction of such company and irrespective of the place where it has its registered office;
 
       
Date of Grant
  :   the date on which the Option is granted in writing, which date is fixed at October 19 th , 2007;
 
       
Embargo Period
  :   the period from October 19 th , 2007 up to and including October 18th, 2010;
 
       
Employee
  :   a natural person who on the Date of Grant is employed by ASML in job grades 92 through 95 and who is on her or an ASML Group Company’s payroll on that date;
 
       
Employer
  :   ASML or ASML Group Company that employs Employee on the Date of Grant;
 
       
Exercise Price
  :   the price for which Option Holder may acquire one Share upon the exercise of one Option;
 
       
Option
  :   a right granted by Employer to Option Holder to acquire one Share at the end of the Option Period or the Revised Option Period against payment of the Exercise Price during the Option Period. Options granted to United States residents or citizens will give such Option Holders the right to acquire Shares quoted on the NASDAQ while Options granted to all other Option Holders will give the right to acquire Shares quoted on the AEX;
 
       
Option Conditions
  :   the present Terms and Conditions for Incentive or New Hire Options granted to Senior and Executive Management under the ASML Stock Option Plan – version October
     
TERMS AND CONDITIONS FOR INCENTIVE OR NEW HIRE OPTIONS
  3 of 10
GRANTED TO SENIOR AND EXECUTIVE MANAGEMENT
   
UNDER THE ASML STOCK OPTION PLAN — (Version October 2007)
   

 

 

         
 
      2007, including any modifications subsequently introduced herein in conformity with the same;
 
       
Option Holder
  :   the holder of an Option, being the person to whom an Option has been granted in writing and who at the time of granting of such Option is an Employee of ASML or who has become the holder of such Option by virtue of being Employee’s heir;
 
       
Option Period
  :   the period during which the Option may be exercised;
 
       
Option Rules
  :   the ASML Stock Option Plan (version 2) including any modifications subsequently introduced therein in conformity with the same, on which these Option Conditions are based;
 
       
Revised Option Period :
      the applicable Option Period for all – or a part of – the Options after approval by Employer of a request by Option Holder as mentioned in Article 8;
 
       
Share :
      an ordinary share with a nominal value of EURO 0.02 (two EURO Cents) in the share capital of ASML, which share is listed on the Euronext Amsterdam (“AEX”) in the Netherlands, or the NASDAQ Stock Market (“NASDAQ”), New York City, New York, USA, which share is acquired by Option Holder by exercising an Option granted under these Option Conditions;
 
       
Termination for Cause :
      Cause shall mean (i) any act of personal dishonesty taken by Employee in connection with his or her responsibilities as Employee and intended to result in a personal enrichment of Employee, (ii) conviction of a felony, (iii) a willful act by Employee that constitutes gross misconduct and is injurious to Employer, and (iv) continued violations by Employee of his or her obligations to Employer which are demonstrably willful and deliberate on his or her part after (a) there has been delivered to Employee a written demand for performance from Employer that describes the basis for the belief that he or she has not substantially performed his or her duties set forth in specific goals to cure such defaults, and (b) he or she has been given 30 (thirty) days during which he or she has been unable to
     
TERMS AND CONDITIONS FOR INCENTIVE OR NEW HIRE OPTIONS
  4 of 10
GRANTED TO SENIOR AND EXECUTIVE MANAGEMENT
   
UNDER THE ASML STOCK OPTION PLAN — (Version October 2007)
   

 

 

         
 
      cure such failure to perform his or her duties. For Employees who are resident in the Netherlands, the term Cause shall have the meaning as stated in section 7:677 in conjunction with section 7:678 of the Dutch Civil Code at that time.
The terms defined above in the singular or in the plural shall also comprise the plural and vice versa, unless in the case concerned it can be inferred otherwise from the text of the Option Conditions.
Article 2 — Scope and Object
These Option Conditions are part of the Option Rules and contain the terms and conditions that are applicable to Option Holder pursuant to Article IV of the Option Rules.
Option Holder is aware of the fact that the value of the shares may fluctuate, and that ASML does not guarantee that Option Holder shall derive any benefit from the Options granted under this ASML Stock Option Plan – version October 2007.
Nothing in these Option Conditions or related documents by themselves or in combination shall be construed as an expressed or implied contract of employment or a guarantee of continued future employment.
Article 3 — Acquisition of Options
Employee is granted Options under these Option Conditions on the Date of Grant by Employer. The Options are granted in writing.
Article 4 — Acceptance of the Options
4.1   The Options shall be granted under the dissolving condition that within 10 (ten) days after the Date of Grant, Employee does not inform Employer in writing that Employee does not wish these Options to be granted to Employee;
 
4.2   By not rejecting the grant as described in paragraph 1 of this Article, Employee accepts all of the Options granted pursuant to these Option Conditions;
 
4.3   Effective from the Date of Grant an Option Agreement will come into existence, unless Employee has rejected the Options as described in paragraph 1 of this Article.
     
TERMS AND CONDITIONS FOR INCENTIVE OR NEW HIRE OPTIONS
  5 of 10
GRANTED TO SENIOR AND EXECUTIVE MANAGEMENT
   
UNDER THE ASML STOCK OPTION PLAN — (Version October 2007)
   

 

 

Article 5 — Option Period
5.1   The Option Period shall be 10 (ten) years, counting from the Date of Grant and shall thus end on October 18 th , 2017;
 
5.2   Options may only be exercised within the Option Period;
 
5.3   Options that have not been exercised within the Option Period shall lapse after the expiration of the Option Period;
 
5.4   Notwithstanding the provisions of paragraphs 1 through 3 of this Article, the Option Period may be extended under the circumstances as referred to in Article 8.5 by a maximum period of 12 (twelve) months.
Article 6 — Exercise Price
The Exercise Price shall be equal to the closing price “cum dividend” of an ordinary ASML Share on the Euronext Amsterdam (“AEX”) in the Netherlands on the Date of Grant. For United States residents or citizens, the Euro denominated Exercise Price will be converted into a United States Dollar Exercise Price by taking the Exercise Price defined in the first sentence of this Article and applying the Euro – United States Dollar exchange rate fixing on the Allocation Date as performed by the European Central Bank at or around 14.00 hours C.E.T.;
Article 7 — Transferability of the Option
7.1   The Option shall be strictly non-transferable and may not be encumbered with a pledge;
 
7.2   Devolution by last will or hereditary succession pursuant to the statutory provisions shall, however, not vitiate the Option;
 
7.3   Option Holder shall not be permitted to conclude any transaction in relation to the Options on Euronext, Amsterdam, the Netherlands, NASDAQ, New York, United States of America, or any other stock exchange;
 
7.4   In the event of Option Holder acting in contravention of the provisions of this Article, the Options of such Option Holder shall lapse.
     
TERMS AND CONDITIONS FOR INCENTIVE OR NEW HIRE OPTIONS
  6 of 10
GRANTED TO SENIOR AND EXECUTIVE MANAGEMENT
   
UNDER THE ASML STOCK OPTION PLAN — (Version October 2007)
   

 

 

Article 8 — Exercise of the Option
8.1   The Options may only be exercised on the last day of the Option Period.
 
8.2   At the request of Option Holder the Option Period may be shortened for all or part of the Options. The Revised Option Period will then replace the Option Period for part or all the Options, whichever the request may be. On the last day of the Revised Option Period Option Holder may exercise the Options for which Option Holder has requested the Revised Option Period. In the written request Option Holder is required to notify Employer of the requested end date of the Revised Option Period.
 
8.3   A written request for a Revised Option Period during the Embargo Period shall not be honoured by Employer.
 
8.4   The Options may be exercised only in accordance with established ASML procedures existing at the time of exercise;
 
8.5   When exercising the Options Option Holder must comply with the “ASML Rules of Conduct concerning Insider Information”, as in force at the time of exercising;
 
8.6   In case of termination of the employment relationship between Employee and Employer due to Employee’s (i) death, or (ii) incapability to act, the Options may be exercised during the entire Option Period, after the Embargo Period has expired. In case the remaining Option Period, measured from the moment of termination for aforementioned reasons, consists of less than 12 (twelve) months, the Option Period will be extended such that the remaining Option Period will be at least 12 (twelve) months counting from the date of the termination. Therefore, if the date of termination for reasons mentioned in the first sentence of this Article, falls within 12 (twelve) months before the end of the Option Period as defined in Article 5.1, the Option Period will effectively be prolonged beyond the period as defined in Article 5.1;
 
    In case of termination of the employment relationship between Employee and Employer due to Employee’s (iii) retirement or (iv) occupational disability (within the meaning of the Dutch Disablement Benefits Act [Wet op de Arbeidsongeschiktheids-verzekering] ), the Options may be exercised during the entire Option Period, after the Embargo Period has expired;
 
    Retirement for these Option Conditions is defined as (a) leaving the employment of Employer at the age of 55 (fifty five) years or later in case Employee is eligible to (early) retirement payments paid by a State, Federal or private pension fund, or (b) leaving the employment of Employer under the “Rule of 65” without being eligible to (early) retirement payments paid by a State, Federal or private pension fund.
     
TERMS AND CONDITIONS FOR INCENTIVE OR NEW HIRE OPTIONS
  7 of 10
GRANTED TO SENIOR AND EXECUTIVE MANAGEMENT
   
UNDER THE ASML STOCK OPTION PLAN — (Version October 2007)
   

 

 

    The “Rule of 65” determines that Employee is deemed to retire for these Option Conditions in case Employee leaves the employment of Employer at the age of 55 (fifty five) years after 10 (ten) years of continued employment with ASML, ASML Group Company or her legal predecessors. For every additional year in excess of 55 (fifty five) years of age, Employee is required to have one year less of continued employment, until the age of 65 (sixty five) years. Employee is deemed to retire for these Option Conditions in case Employee leaves the employment of Employer at the age of 65 (sixty five) years with one or less years of continued employment with ASML, ASML Group Company or her legal predecessors. Paragraph 9 of Article 8 is not applicable;
 
8.7   If, during the Option Period, Employee is terminated for Cause by Employer or Employee is terminated by Employer on account of another reason imputable to Employee, regardless of whether employment activities have been terminated, any Options not yet exercised shall lapse forthwith. All Options that have thus become null and void will do so without Option Holder being entitled to any compensation in this respect from Employer or another ASML Group Company. Paragraph 9 of Article 8 is not applicable;
 
8.8   In case of termination of the employment relationship between Employee and Employer for reasons other than those mentioned in paragraph 6 or 7 of Article 8, without immediate re-employment of Employee by Employer or another ASML Group Company, all Options granted which are not exercised at the time of termination of the employment relationship shall lapse forthwith, insofar as paragraph 9 of Article 8 is not applicable. All Options that have thus become null and void will do so without Option Holder being entitled to any compensation in this respect from Employer or another ASML Group Company;
 
8.9   In case of termination of the employment relationship between Employee and Employer as described in paragraph 8 of Article 8, other than being voluntary termination by Employee, the following “90 day rule” will apply.
 
    The “90 day rule” determines that exercisable options may be exercised for a period 90 days from the Date of Notice, the Date of Notice being the date on which the Formal Notice Period commences. In the absence of a Formal Notice Period exercisable options may be exercised for 90 days from the Date of Termination, the Date of Termination being the date on which the employment relationship between Employee and Employer is terminated. Options that become exercisable after the expiration of the embargo period during the 90 day period may be exercised until the end of the 90 day period as stipulated in this paragraph.
     
TERMS AND CONDITIONS FOR INCENTIVE OR NEW HIRE OPTIONS
  8 of 10
GRANTED TO SENIOR AND EXECUTIVE MANAGEMENT
   
UNDER THE ASML STOCK OPTION PLAN — (Version October 2007)
   

 

 

8.10   The Options may be exercised by Option Holder for the total number allocated or in tranches of 100 or multiples thereof (with the exception of the last tranche), with the provision that each exercise must take place within the Option Period, provided such exercise is not in conflict with the provisions of Article 11.
Article 9 — Dilution of Capital
9.1   If at any time the issued capital of ASML increases, for instance as a result of (i) a resolution to issue shares with a pre-emption right for the holders of the Shares at that time outstanding, (ii) a stock dividend, or (iii) a capitalisation of reserves, the Exercise Price and/or the number of Options allocated may be adjusted in such a manner as the Board of Management shall then decide;
 
9.2   The adjustments by the Board of Management as referred to in Article 9.1 shall be binding after an independent accountant, and member of the Netherlands Institute for Registered Accountants [Nederlands Instituut voor Register Accountants], has issued a certificate stating that the adjustments have been determined in a reasonable manner. Adjustment of the Exercise Price and or the number of Options shall take place on the day preceding the day on which notice was given of the aforementioned resolutions. Any tax and/or social insurance contributions payable as a result of the above shall be for the account of Option Holder;
 
9.3   An adjustment of the Exercise Price and/or the number of Options allocated and the computation upon which the same are based shall be notified as soon as possible to Option Holder in writing.
Article 10 — Taxes and Costs
10.1   All taxes and/or social insurance contributions payable as a result of the Options allocated and/or as a result of Option being owned and/or exercised by Option Holder or Option Holder’s heirs, including possible consequences of an amendment of the Option Conditions, shall be entirely for the account of Option Holder or Option Holder’s heirs as the case may be;
 
10.2   Option Holder, or Option Holder’s heirs as the case may be, shall be liable for all the costs relating to the exercise of Options, including but not limited to costs charged by stock brokers in connection with the acquired Shares resulting from the exercise of Options and the contiguous sale of such Shares;
 
10.3   Costs relating to the issue and/or acquisition of Shares in the capital of ASML shall be for the account of ASML.
     
TERMS AND CONDITIONS FOR INCENTIVE OR NEW HIRE OPTIONS
  9 of 10
GRANTED TO SENIOR AND EXECUTIVE MANAGEMENT
   
UNDER THE ASML STOCK OPTION PLAN — (Version October 2007)
   

 

 

Article 11 — Prevention of Insider Trading
Option Holder who, by not rejecting the Options granted as mentioned in Article 4, accepts the Option Conditions, shall at the same time, be deemed to accept the applicable “ASML Rules of Conduct concerning Insider Information” and to act accordingly.
Article 12 — Notices
12.1   Notices which must be given by ASML to Option Holder pursuant to or in connection with the Option Rules and/or the Option Conditions shall be regarded as correctly addressed if sent to the address of Option Holder as recorded in the Human Resources & Organisation Staff Records of the ASML Group Company;
 
12.2   Notices which must be given by Option Holder to ASML pursuant to or in connection with the Option Rules and/or the Option Conditions shall be regarded as correctly addressed if sent to the address of ASML as listed with the Chamber of Commerce, for the attention of the ASML Stock Option Administrator.
Article 13 — Disputes
13.1   The Option Rules, the Option Conditions, the annexes thereto, and all further documents relating to the Option Rules and/or the Option Conditions shall be governed by the laws of the Netherlands;
 
13.2   All disputes arising from the Option Rules, the Option Conditions, the annexes thereto, and further documents relating to the Option Rules and/or the Option Conditions, shall in the first instance, be settled by the District Court of Eindhoven.
Article 14 — Amendments
14.1   The Board of Management shall have the power to amend the Option Rules and/or Option Conditions or add further provisions to the same at any time;
 
14.2   Option Holder shall be informed of any amendments or measures as referred to in this Article in good time, in writing.
     
TERMS AND CONDITIONS FOR INCENTIVE OR NEW HIRE OPTIONS
  10 of 10
GRANTED TO SENIOR AND EXECUTIVE MANAGEMENT
   
UNDER THE ASML STOCK OPTION PLAN — (Version October 2007)
   

 

 

Exhibit 4.10
(ASML LOGO)
Terms and Conditions
For Incentive or New Hire Options granted to
Employees under the ASML Stock Option Plan
(Version October 2007)

 

 

TABLE OF CONTENTS
         
Related documents
    2  
Article 1 - Definitions
    3  
Article 2 - Scope and Object
    5  
Article 3 - Acquisition of Options
    5  
Article 4 - Acceptance of the Options
    5  
Article 5 - Option Period
    6  
Article 6 - Exercise Price
    6  
Article 7 - Transferability of the Option
    6  
Article 8 - Exercise of the Option
    8  
Article 9 - Dilution of Capital
    9  
Article 10 - Taxes and Costs
    9  
Article 11 - Prevention of Insider Trading
    10  
Article 12 - Notices
    10  
Article 13 - Disputes
    10  
Article 14 - Amendments
    10  
 
       
Related documents
       
 
       
In these Option Conditions reference is made to the following documents:
       
- ASML Stock Option Plan (version 2)
       
- ASML Insider Trading Rules
       
These documents may be consulted on the ASML Intranet.
       
     
TERMS AND CONDITIONS FOR INCENTIVE OR NEW HIRE OPTIONS
GRANTED TO EMPLOYEES UNDER THE ASML STOCK OPTION PLAN
- (Version October 2007) 		  2 of 10

 

 

Article 1 — Definitions
In these Option Terms and Conditions and in related documents, the following terms shall have the meanings as defined in this Article, unless explicitly stated otherwise.
         
ASML
  :   ASML Holding N.V., having its business address at De Run 6501 in Veldhoven;
 
       
ASML Group Company
  :   an affiliated company of ASML, in which the affiliation is determined by section 24c of Book 2 of the Dutch Civil Code, irrespective of the jurisdiction of such company and irrespective of the place where it has its registered office;
 
       
Date of Grant
  :   the date on which the Option is granted in writing, which date is fixed at October 19 th , 2007;
 
       
Embargo Period
  :   the period from October 19 th , 2007 up to and including October 18th, 2010;
 
       
Employee
  :   a natural person who on the Date of Grant is employed by ASML in job grades 81 through 91 and who is on her or an ASML Group Company’s payroll on that date;
 
       
Employer
  :   ASML or ASML Group Company that employs Employee on the Date of Grant;
 
       
Exercise Price
  :   the price for which Option Holder may acquire one Share upon the exercise of one Option;
 
       
Option
  :   a right granted by Employer to Option Holder to acquire one Share at the end of the Option Period or the Revised Option Period against payment of the Exercise Price during the Option Period. Options granted to United States residents or citizens will give such Option Holders the right to acquire Shares quoted on the NASDAQ while Options granted to all other Option Holders will give the right to acquire Shares quoted on the AEX;
 
       
Option Conditions
  :   the present Terms and Conditions for Incentive or New Hire Options granted to Employees under the ASML Stock Option Plan – version October 2007, including any
     
TERMS AND CONDITIONS FOR INCENTIVE OR NEW HIRE OPTIONS
GRANTED TO EMPLOYEES UNDER THE ASML STOCK OPTION PLAN
- (Version October 2007) 		  3 of 10

 

 

         
 
      modifications subsequently introduced herein in conformity with the same;
 
       
Option Holder
  :   the holder of an Option, being the person to whom an Option has been granted in writing and who at the time of granting of such Option is an Employee of ASML or who has become the holder of such Option by virtue of being Employee’s heir;
 
       
Option Period
  :   the period during which the Option may be exercised;
 
       
Option Rules
  :   the ASML Stock Option Plan (version 2) including any modifications subsequently introduced therein in conformity with the same, on which these Option Conditions are based;
 
       
Revised Option Period
  :   the applicable Option Period for all – or a part of – the Options after approval by Employer of a request by Option Holder as mentioned in Article 8;
 
       
Share
  :   an ordinary share with a nominal value of EURO 0.02 (two EURO Cents) in the share capital of ASML, which share is listed on the Euronext Amsterdam (“AEX”) in the Netherlands, or the NASDAQ Stock Market (“NASDAQ”), New York City, New York, USA, which share is acquired by Option Holder by exercising an Option granted under these Option Conditions;
 
       
Termination for Cause
  :   Cause shall mean (i) any act of personal dishonesty taken by Employee in connection with his or her responsibilities as Employee and intended to result in a personal enrichment of Employee, (ii) conviction of a felony, (iii) a willful act by Employee that constitutes gross misconduct and is injurious to Employer, and (iv) continued violations by Employee of his or her obligations to Employer which are demonstrably willful and deliberate on his or her part after (a) there has been delivered to Employee a written demand for performance from Employer that describes the basis for the belief that he or she has not substantially performed his or her duties set forth in specific goals to cure such defaults, and (b) he or she has been given 30 (thirty) days during which he or she has been unable to
     
TERMS AND CONDITIONS FOR INCENTIVE OR NEW HIRE OPTIONS
GRANTED TO EMPLOYEES UNDER THE ASML STOCK OPTION PLAN
- (Version October 2007) 		  4 of 10

 

 

         
 
      cure such failure to perform his or her duties. For Employees who are resident in the Netherlands, the term Cause shall have the meaning as stated in section 7:677 in conjunction with section 7:678 of the Dutch Civil Code at that time.
The terms defined above in the singular or in the plural shall also comprise the plural and vice versa, unless in the case concerned it can be inferred otherwise from the text of the Option Conditions.
Article 2 — Scope and Object
These Option Conditions are part of the Option Rules and contain the terms and conditions that are applicable to Option Holder pursuant to Article IV of the Option Rules.
Option Holder is aware of the fact that the value of the shares may fluctuate, and that ASML does not guarantee that Option Holder shall derive any benefit from the Options granted under this ASML Stock Option Plan – version October 2007.
Nothing in these Option Conditions or related documents by themselves or in combination shall be construed as an expressed or implied contract of employment or a guarantee of continued future employment.
Article 3 — Acquisition of Options
Employee is granted Options under these Option Conditions on the Date of Grant by Employer. The Options are granted in writing.
Article 4 — Acceptance of the Options
4.1   The Options shall be granted under the dissolving condition that within 10 (ten) days after the Date of Grant, Employee does not inform Employer in writing that Employee does not wish these Options to be granted to Employee;
 
4.2   By not rejecting the grant as described in paragraph 1 of this Article, Employee accepts all of the Options granted pursuant to these Option Conditions;
 
4.3   Effective from the Date of Grant an Option Agreement will come into existence, unless Employee has rejected the Options as described in paragraph 1 of this Article.
     
TERMS AND CONDITIONS FOR INCENTIVE OR NEW HIRE OPTIONS
GRANTED TO EMPLOYEES UNDER THE ASML STOCK OPTION PLAN
- (Version October 2007) 		  5 of 10

 

 

Article 5 — Option Period
5.1   The Option Period shall be 10 (ten) years, counting from the Date of Grant and shall thus end on October 19 th , 2017;
 
5.2   Options may only be exercised within the Option Period;
 
5.3   Options that have not been exercised within the Option Period shall lapse after the expiration of the Option Period;
 
5.4   Notwithstanding the provisions of paragraphs 1 through 3 of this Article, the Option Period may be extended under the circumstances as referred to in Article 8.5 by a maximum period of 12 (twelve) months.
Article 6 — Exercise Price
The Exercise Price shall be equal to the closing price “cum dividend” of an ordinary ASML Share on the Euronext Amsterdam (“AEX”) in the Netherlands on the Date of Grant. For United States residents or citizens, the Euro denominated Exercise Price will be converted into a United States Dollar Exercise Price by taking the Exercise Price defined in the first sentence of this Article and applying the Euro – United States Dollar exchange rate fixing on the Allocation Date as performed by the European Central Bank at or around 14.00 hours C.E.T.;
Article 7 — Transferability of the Option
7.1   The Option shall be strictly non-transferable and may not be encumbered with a pledge;
 
7.2   Devolution by last will or hereditary succession pursuant to the statutory provisions shall, however, not vitiate the Option;
 
7.3   Option Holder shall not be permitted to conclude any transaction in relation to the Options on Euronext, Amsterdam, the Netherlands, NASDAQ, New York, United States of America, or any other stock exchange;
 
7.4   In the event of Option Holder acting in contravention of the provisions of this Article, the Options of such Option Holder shall lapse.
     
TERMS AND CONDITIONS FOR INCENTIVE OR NEW HIRE OPTIONS
GRANTED TO EMPLOYEES UNDER THE ASML STOCK OPTION PLAN
- (Version October 2007) 		  6 of 10

 

 

Article 8 — Exercise of the Option
8.1   The Options may only be exercised on the last day of the Option Period.
 
8.2   At the request of Option Holder the Option Period may be shortened for all or part of the Options. The Revised Option Period will then replace the Option Period for part or all the Options, whichever the request may be. On the last day of the Revised Option Period Option Holder may exercise the Options for which Option Holder has requested the Revised Option Period. In the written request Option Holder is required to notify Employer of the requested end date of the Revised Option Period.
 
8.3   A written request for a Revised Option Period during the Embargo Period shall not be honoured by Employer.
 
8.4   The Options may be exercised only in accordance with established ASML procedures existing at the time of exercise;
 
8.5   When exercising the Options Option Holder must comply with the “ASML Rules of Conduct concerning Insider Information”, as in force at the time of exercising;
 
8.6   In case of termination of the employment relationship between Employee and Employer due to Employee’s (i) death, or (ii) incapability to act, the Options may be exercised during the entire Option Period, after the Embargo Period has expired. In case the remaining Option Period, measured from the moment of termination for aforementioned reasons, consists of less than 12 (twelve) months, the Option Period will be extended such that the remaining Option Period will be at least 12 (twelve) months counting from the date of the termination. Therefore, if the date of termination for reasons mentioned in the first sentence of this Article, falls within 12 (twelve) months before the end of the Option Period as defined in Article 5.1, the Option Period will effectively be prolonged beyond the period as defined in Article 5.1;
 
    In case of termination of the employment relationship between Employee and Employer due to Employee’s (iii) retirement or (iv) occupational disability (within the meaning of the Dutch Disablement Benefits Act [Wet op de Arbeidsongeschiktheids-verzekering] ), the Options may be exercised during the entire Option Period, after the Embargo Period has expired;
 
    Retirement for these Option Conditions is defined as (a) leaving the employment of Employer at the age of 55 (fifty five) years or later in case Employee is eligible to (early) retirement payments paid by a State, Federal or private pension fund, or (b) leaving the employment of Employer under the “Rule of 65” without being eligible to (early) retirement payments paid by a State, Federal or private pension fund.
     
TERMS AND CONDITIONS FOR INCENTIVE OR NEW HIRE OPTIONS
GRANTED TO EMPLOYEES UNDER THE ASML STOCK OPTION PLAN
- (Version October 2007) 		  7 of 10

 

 

    The “Rule of 65” determines that Employee is deemed to retire for these Option Conditions in case Employee leaves the employment of Employer at the age of 55 (fifty five) years after 10 (ten) years of continued employment with ASML, ASML Group Company or her legal predecessors. For every additional year in excess of 55 (fifty five) years of age, Employee is required to have one year less of continued employment, until the age of 65 (sixty five) years. Employee is deemed to retire for these Option Conditions in case Employee leaves the employment of Employer at the age of 65 (sixty five) years with one or less years of continued employment with ASML, ASML Group Company or her legal predecessors. Paragraph 9 of Article 8 is not applicable;
 
8.7   If, during the Option Period, Employee is terminated for Cause by Employer or Employee is terminated by Employer on account of another reason imputable to Employee, regardless of whether employment activities have been terminated, any Options not yet exercised shall lapse forthwith. All Options that have thus become null and void will do so without Option Holder being entitled to any compensation in this respect from Employer or another ASML Group Company. Paragraph 9 of Article 8 is not applicable;
 
8.8   In case of termination of the employment relationship between Employee and Employer for reasons other than those mentioned in paragraph 6 or 7 of Article 8, without immediate re-employment of Employee by Employer or another ASML Group Company, all Options granted which are not exercised at the time of termination of the employment relationship shall lapse forthwith, insofar as paragraph 9 of Article 8 is not applicable. All Options that have thus become null and void will do so without Option Holder being entitled to any compensation in this respect from Employer or another ASML Group Company;
 
8.9   In case of termination of the employment relationship between Employee and Employer as described in paragraph 8 of Article 8, other than being voluntary termination by Employee, the following “90 day rule” will apply.
 
    The “90 day rule” determines that exercisable options may be exercised for a period 90 days from the Date of Notice, the Date of Notice being the date on which the Formal Notice Period commences. In the absence of a Formal Notice Period exercisable options may be exercised for 90 days from the Date of Termination, the Date of Termination being the date on which the employment relationship between Employee and Employer is terminated. Options that become exercisable after the expiration of the embargo period during the 90 day period may be exercised until the end of the 90 day period as stipulated in this paragraph.
     
TERMS AND CONDITIONS FOR INCENTIVE OR NEW HIRE OPTIONS
GRANTED TO EMPLOYEES UNDER THE ASML STOCK OPTION PLAN
- (Version October 2007) 		  8 of 10

 

 

8.10   The Options may be exercised by Option Holder for the total number allocated or in tranches of 100 or multiples thereof (with the exception of the last tranche), with the provision that each exercise must take place within the Option Period, provided such exercise is not in conflict with the provisions of Article 11.
Article 9 — Dilution of Capital
9.1   If at any time the issued capital of ASML increases, for instance as a result of (i) a resolution to issue shares with a pre-emption right for the holders of the Shares at that time outstanding, (ii) a stock dividend, or (iii) a capitalisation of reserves, the Exercise Price and/or the number of Options allocated may be adjusted in such a manner as the Board of Management shall then decide;
 
9.2   The adjustments by the Board of Management as referred to in Article 9.1 shall be binding after an independent accountant, and member of the Netherlands Institute for Registered Accountants [Nederlands Instituut voor Register Accountants], has issued a certificate stating that the adjustments have been determined in a reasonable manner. Adjustment of the Exercise Price and or the number of Options shall take place on the day preceding the day on which notice was given of the aforementioned resolutions. Any tax and/or social insurance contributions payable as a result of the above shall be for the account of Option Holder;
 
9.3   An adjustment of the Exercise Price and/or the number of Options allocated and the computation upon which the same are based shall be notified as soon as possible to Option Holder in writing.
Article 10 — Taxes and Costs
10.1   All taxes and/or social insurance contributions payable as a result of the Options allocated and/or as a result of Option being owned and/or exercised by Option Holder or Option Holder’s heirs, including possible consequences of an amendment of the Option Conditions, shall be entirely for the account of Option Holder or Option Holder’s heirs as the case may be;
 
10.2   Option Holder, or Option Holder’s heirs as the case may be, shall be liable for all the costs relating to the exercise of Options, including but not limited to costs charged by stock brokers in connection with the acquired Shares resulting from the exercise of Options and the contiguous sale of such Shares;
 
10.3   Costs relating to the issue and/or acquisition of Shares in the capital of ASML shall be for the account of ASML.
     
TERMS AND CONDITIONS FOR INCENTIVE OR NEW HIRE OPTIONS
GRANTED TO EMPLOYEES UNDER THE ASML STOCK OPTION PLAN
- (Version October 2007) 		  9 of 10

 

 

Article 11 — Prevention of Insider Trading
Option Holder who, by not rejecting the Options granted as mentioned in Article 4, accepts the Option Conditions, shall at the same time, be deemed to accept the applicable “ASML Rules of Conduct concerning Insider Information” and to act accordingly.
Article 12 — Notices
12.1   Notices which must be given by ASML to Option Holder pursuant to or in connection with the Option Rules and/or the Option Conditions shall be regarded as correctly addressed if sent to the address of Option Holder as recorded in the Human Resources & Organisation Staff Records of the ASML Group Company;
12.2   Notices which must be given by Option Holder to ASML pursuant to or in connection with the Option Rules and/or the Option Conditions shall be regarded as correctly addressed if sent to the address of ASML as listed with the Chamber of Commerce, for the attention of the ASML Stock Option Administrator.
Article 13 — Disputes
13.1   The Option Rules, the Option Conditions, the annexes thereto, and all further documents relating to the Option Rules and/or the Option Conditions shall be governed by the laws of the Netherlands;
13.2   All disputes arising from the Option Rules, the Option Conditions, the annexes thereto, and further documents relating to the Option Rules and/or the Option Conditions, shall in the first instance, be settled by the District Court of Eindhoven.
Article 14 — Amendments
14.1   The Board of Management shall have the power to amend the Option Rules and/or Option Conditions or add further provisions to the same at any time;
14.2   Option Holder shall be informed of any amendments or measures as referred to in this Article in good time, in writing.
     
TERMS AND CONDITIONS FOR INCENTIVE OR NEW HIRE OPTIONS
GRANTED TO EMPLOYEES UNDER THE ASML STOCK OPTION PLAN
- (Version October 2007) 		  10 of 10

 

 

Exhibit 4.11
(ASML LOGO)
Terms and Conditions of the
ASML Performance Stock Plan
for Members of the Board of
Management (Version 1)

 

 

Contents
             
ARTICLE 1
  DEFINITIONS     3  
ARTICLE 2
  INTERPRETATION     6  
ARTICLE 3
  LAPSE OF AWARDS     6  
ARTICLE 4
  AVAILABILITY OF SHARES     6  
ARTICLE 5
  POWERS     6  
ARTICLE 6
  NON-TRANSFERABILITY OF THE SHARES     8  
ARTICLE 7
  AWARDS     8  
ARTICLE 8
  VESTING CONDITIONS AND PERFORMANCE CONDITIONS     9  
ARTICLE 9
  TERMINATION OF EMPLOYMENT     10  
ARTICLE 10
  RELEASE OF AWARDS     11  
ARTICLE 11
  NO GUARANTEE OF EMPLOYMENT     12  
ARTICLE 12
  LEGAL AND REGULATORY REQUIREMENTS’ SHAREHOLDER RIGHTS     12  
ARTICLE 13
  TAX, WITHHOLDINGS AND COSTS     13  
ARTICLE 14
  SECTION 83 OF THE CODE     13  
ARTICLE 15
  REPORTING OBLIGATIONS     13  
ARTICLE 16
  VARIATION OF CAPITAL     14  
ARTICLE 17
  CHANGE OF CONTROL OF THE COMPANY     14  
ARTICLE 18
  PLAN AMENDMENTS, TERMINATION AND SPECIAL PROVISIONS     15  
ARTICLE 19
  NOTIFICATION     15  
ARTICLE 20
  DISPUTES     16  
ARTICLE 21
  UNFUNDED STATUS OF THE PLAN; UNSECURED RIGHT     16  
ARTICLE 22
  GOVERNING LAW     16  
Related document
In these terms and conditions reference is being made to the ASML Insider Trading Rules 2005, as amended from time to time (the ‘ASML Insider Trading Rules’). This document can be consulted on the ASML Intranet. In case of the absence of access to the ASML Intranet, the Participant will be provided with a hard copy of this document.

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Article 1   Definitions
In the terms and conditions of the Plan and in the related document, the following words and expressions shall have the meanings set out below, unless explicitly stated otherwise:
     
Adoption Date
  the date on which this Plan is adopted by the Supervisory Board;
 
   
Articles of Association
  the articles of association of the Company as amended from time to time;
 
   
Award
  the award of Performance Stock under the terms and conditions of the Plan and the corresponding Award Agreement;
 
   
Award Agreement
  the signed written agreement, including all annexes thereto, between the Participant and the Company, setting forth the terms and conditions of the Award in accordance with Article 7;
 
   
Award Letter
  the notification of an Award in accordance with Article 7;
 
   
Board of Management
  the board of directors of the Company as mentioned in Article 13 of the Articles of Association;
 
   
Code
  the United States Internal Revenue Code of 1986, as amended from time to time, or any successor statute;
 
Committee
  such person or committee of persons and successor person or successor committee of persons appointed by the Supervisory Board to which the Supervisory Board has delegated such of its powers in relation to this Plan and any Award Agreement or any other agreement between the Participant and the Company, as it may determine including any duly appointed agent or delegate of the Committee; provided, however, that the Committee shall be comprised of such individuals as may be necessary or appropriate to satisfy applicable securities, tax or other applicable law;
 
Company
  ASML Holding N.V., having its registered seat at De Run 6501, 5504 DR Veldhoven, The Netherlands, registered with the Chamber of Commerce ( Kamer van Koophandel ) of Oost-Brabant under registration number 17085815;
 
   
Confirmation Letter of Release   
  the notification in respect of the number of Shares that is being released to the Participant at the Release Date;
 
   
Date of Award
  the date on which an Award is made to a Participant, which shall be the date specified in any Award Agreement;

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General Meeting
  the general meeting of shareholders of the Company as mentioned in article 27 of the Articles of Association;
 
   
Group
  the Company and its Group Companies, as may be amended from time to time;
 
   
Group Company
  an affiliated company of the Company, as may change from time to time, in which the affiliation is determined by article 2:24c of the Dutch Civil Code, irrespective of the jurisdiction of such company and irrespective of the place where it has its registered office;
 
   
Holding Period
  the period after the Release Date in which the Shares acquired upon Release are subject to Transfer Restrictions in accordance with the terms and conditions of the Plan or any Award Agreement or as otherwise required in order to comply with applicable law or Company policies;
 
   
Incentive Payout Levels
  the predefined ranges used to determine the level of payout in the form of Performance Stock to Participants in accordance with the terms and conditions of the Award Agreement;
 
   
Outside Director
  a member of the Supervisory Board who satisfies the requirements of an outside director for purposes of Section 162(m) of the Code or Section 16 of the Securities Exchange Act, as the case may be;
 
   
Participant
  a member of the Board of Management to whom an Award has been made under the terms and conditions of the Plan and Award Agreement and/or any other agreement between the member of the Board of Management or the heirs of such member and the Company;
 
   
Performance Conditions
  the targets, set at the Date of Award that should be fulfilled during the Performance Period and certain conditions or restrictions, the satisfaction or lapsing of which are required in order for Performance Stock to be Released on the applicable Release Date, in accordance with the Plan and any Award Agreement;
 
   
Performance Period
  the period, as stipulated in the Award Agreement, comprising three (3) calendar years commencing with the calendar year in which the Award is made, over which period the fulfilment of the Performance Conditions is measured in accordance with Article 8;

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Performance Stock
  Restricted Stock that grants a Participant the right to receive Shares at the Release Date, where such right is conditional upon (i) the fulfilment of the Performance Conditions or (ii) the fulfilment of the Performance Conditions and other vesting requirements, and in either case, any other applicable terms and conditions of the Plan and the applicable Award Agreement;
 
   
Plan
  the terms and conditions of the ASML Performance Stock Plan for Members of the Board of Management as amended from time to time in accordance with the provisions hereof;
 
   
Release (or Released)
  the transfer (‘ levering’ ) of Shares to a Participant;
 
   
Release Date
  the date upon which Shares underlying an Award are Released and transferred to the Participant;
 
   
Remuneration Policy
  the Remuneration Policy for the Board of Management of ASML Holding N.V. (version 2006) as adopted by the General Meeting in accordance with Article 19.1 of the Articles of Association, as amended from time to time;
 
   
Restricted Stock
  an award of Shares that grants a Participant the right to receive Shares at the Release Date, where such right is conditional upon the terms and conditions of this Plan and any applicable Award Agreement;
 
   
Scheme Audit
  objective determination of the fulfilment of the Performance Conditions at the end of the Performance Period by the Company’s auditor or an independent expert appointed by the Supervisory Board;
 
   
Securities Exchange Act
  the Securities Exchange Act of 1934, as amended from time to time, or any successor statute;
 
   
Share
  an ordinary share in the capital of the Company, having a nominal value of EUR 0.02 (two eurocents) or any other nominal value such Share may have in the future;
 
   
Stock Exchange
  the stock exchange of Euronext Amsterdam NV, The Netherlands, or the NASDAQ Stock Market New York City, New York, United States of America;
 
   
Supervisory Board
  the board of supervisory directors of the Company as mentioned in Article 20 of the Articles of Association;
 
   
Transfer Restrictions
  restrictions on the disposition of any Share acquired upon Release during the Holding Period, including but not limited to

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     transfer restrictions and obligations as determined in the Award Agreement; and
Article 2   Interpretation
Words or expressions used in the Plan shall where appropriate:
(i)   when denoting the masculine gender include the feminine and vice versa;
 
(ii)   when denoting the singular include the plural and vice versa;
 
(iii)   when referring to any enactment be construed as a reference to that enactment as for the time being consolidated, amended, re-enacted or replaced and shall include any regulations made there under;
 
(iv)   when a period of time is specified and starts from a given day or the day of an act or event, be calculated inclusive of that day;
 
(v)   be construed such that the headings and sub-headings are for ease of reference only, and do not affect the interpretation of any article;
 
(vi)   when referring to any enactment or regulations under Dutch law be construed at the discretion of the Supervisory Board as a reference to other applicable laws or regulations of any other country (or region of a country); and
 
(vii)   references to tax and/or social security contributions and/or withholding taxes shall for the avoidance of doubt include The Netherlands, the United States and any other jurisdiction to which a Participant may be subject.
Article 3   Lapse of Awards
Where under any of the provisions of the Plan or any Award Agreement it is provided that an Award shall lapse, such lapsed Award shall cease to confer any rights whatsoever on the Participant notwithstanding any other provisions of this Plan and any Award Agreement.
Article 4   Availability of Shares
The Company shall at all times keep available sufficient authorised and un-issued Shares or shall ensure that sufficient Shares are available for transfer to satisfy Release to the full extent possible of all Awards that have neither lapsed nor been fully Released taking account of any other obligations of the Company to procure for the Release of Shares.
Article 5   Powers
5.1   The Plan shall be adopted by the Supervisory Board. The Supervisory Board shall have such powers and authority as set out in this Plan.
 
5.2   The Supervisory Board shall have the authority and complete discretion to decide, on an annual basis and in accordance with a consistent policy regarding frequency, timing and terms and conditions, to effect Awards and decide the number of Shares to be used to give effect to such Awards.

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5.3   The Plan shall be administered by the Supervisory Board. The Supervisory Board shall have such powers and authority delegated to it as set out in the Plan. However, the Supervisory Board shall determine as soon as practicable after the Adoption Date or at any time, or from time to time thereafter, if, how and to what extent any of its powers shall be delegated to the Committee. The Committee shall be provided with written guidelines to this effect, notwithstanding the authority of the Supervisory Board to amend or withdraw any such delegation of powers at any time. For purposes of the Plan and any applicable Award Agreement, references to the Supervisory Board will include the Committee where the context permits.
 
5.4   The Supervisory Board, or the Committee if so appointed, shall have the authority and complete discretion to:
  (i)   select Participants to whom Awards may from time to time be granted hereunder;
 
  (ii)   decide the frequency, timing and terms and conditions of Awards, and the number of Shares to be used to give effect to such Awards;
 
  (iii)   substitute new Awards for previously granted Awards;
 
  (iv)   adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it shall, from time to time, deem advisable;
 
  (v)   determine, for each Award, the Performance Conditions and/or vesting requirements, other terms and conditions or other restrictions, if any, that will apply to such Award;
 
  (vi)   determine, for each Award, the vesting schedule, if any, applicable to the Award;
 
  (vii)   construe and interpret the provisions of the Plan, any Award, any Award Agreement, any other agreement between Participant and the Company, any Confirmation Letter of Release or other document executed pursuant to the Plan or pursuant to any Award granted under the Plan;
 
  (viii)   amend the terms of any Award theretofore made, prospectively or retroactively, to the extent such amendment is consistent with the terms and conditions of the Plan, including to accelerate the date on which any Award becomes vested or restrictions lapse and to deem any Performance Conditions or other restrictions satisfied; provided that no such amendment or action shall impair the rights of any Participant without his consent except to the extent authorised under the Plan;
 
  (ix)   determine and communicate, for each Award to which Performance Conditions, time vesting or other restrictions apply, whether and to what extent the Performance Conditions, vesting conditions or other restrictions applicable to such Award have been met, and, as a consequence, the number of Shares to be Released;
 
  (x)   determine, for each Award, the Transfer Restrictions, if any, that will be applicable to the Shares following the Release;
 
  (xi)   authorise any person to execute on behalf of the Company, any instrument required to effectuate an Award; and
 
  (xii)   make all other determinations deemed necessary or desirable for the administration of the Plan.
5.5   Notwithstanding the foregoing, if at any time the Committee to which some or all administrative duties under the Plan have been delegated, shall not be in office, then the Supervisory Board shall exercise the functions of the Committee specified in the Plan. The Supervisory Board may exercise any or all of the functions of the Committee specified in the Plan, except that:

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  (a)   at such time as any Award is subject to the limitations under Section 162(m) of the Code, the administration of the Plan shall be supervised by a committee of the Supervisory Board consisting solely of Outside Directors who satisfy the applicable requirements of Section 162(m);
 
  (b)   at such time as the Company or any Group Company are subject to the limitations under Section 16(b) of the Securities Exchange Act, the committee of the Supervisory Board shall consist solely of Outside Directors who satisfy the applicable requirements of Section 16(b) of the Securities Exchange Act; and
 
  (c)   to the extent applicable, the Plan shall be administered by a committee of the Supervisory Board that is comprised solely of members who satisfy the applicable requirements of any stock exchange on which the Shares may then be listed.
5.6   Subject to this Article 5, the Supervisory Board or the Committee’s interpretation and construction of any provision of the Plan, any Award Agreement, any other agreement between Participant and the Company or any Group Company, any Confirmation Letter of Release or any other instrument executed under the Plan, shall be final and binding on all persons claiming an interest in an Award granted under the Plan. To the extent permitted by applicable law, no member of the Supervisory Board or the Committee, nor any officer or employee of the Group acting on behalf of the Supervisory Board or the Committee, shall be personally liable for any action, determination, or interpretation taken or made in good faith with respect to the Plan, and all members of the Supervisory Board or the Committee and each and any officer or employee of the Group acting on their behalf shall, to the extent permitted by law, be fully indemnified and protected by the Company in respect of any such action, determination or interpretation.
Article 6   Non-Transferability of the Shares
Subject to the provisions of the Plan or any Award Agreement, the Participant is required to retain his Shares during the Holding Period even if his employment with the Company or a Group Company is terminated for whatever reason. No Shares shall, during the Holding Period, or such other period specified in an Award Agreement, be capable of being sold, transferred or assigned by the Participant other than in a manner specified in the Plan and/or Award Agreement, and the Shares cannot be charged, pledged, encumbered or otherwise used for the purpose of creating security title or interest of whatever nature, unless the Award Agreement, the Award Letter and/or the Confirmation Letter of Release explicitly allow such charge, pledge, encumbering, or such giving of security title or interest. During the Holding Period, the Participant shall not be allowed to issue or grant any option or similar instruments over Shares, unless specified otherwise in the Award Agreement. Within these limits, the Supervisory Board, or the Committee if so appointed, may provide for the lapse of such restrictions in instalments where deemed appropriate.
Article 7   Awards
7.1   Awards can be made annually on the date of publication of the Company’s annual financial results in accordance with a consistent policy regarding frequency, timing and terms and conditions, or, as the case may be, upon the occurrence of a specific event, at any time on or after the Adoption Date. The Awards, including the Shares underlying such Awards, shall at all

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    times be subject to the ASML Insider Trading Rules and applicable mandatory provisions regarding insider trading, as amended from time to time, as well as any and all applicable laws.
 
7.2   Each Award shall be evidenced by an Award Agreement entered into between the Participant and the Company, setting forth the terms and conditions pertaining to such Award. By signing the Award Agreement, the Participant acknowledges that he has read the Plan and the ASML Insider Trading Rules and declares that he fully understands and will fully comply with the provisions of the Plan and the ASML Insider Trading Rules.
 
7.3   An Award Agreement shall specify the terms and conditions applicable to the Award, including, without limitation, the Date of Award, the vesting schedule applicable to the Award, the Performance Conditions, if any, including the Incentive Payout Levels, if any, and/or other terms and conditions or restrictions applicable to the Award, if any, the Release Date, the Transfer Restrictions, if any, and all such other information as required by the terms and conditions of the Plan.
 
7.4   If a Participant wishes to participate in the Plan, he is required to return a signed copy of the Award Agreement to the Company within thirty (30) calendar days after the date the Award Agreement has been signed by the Company, or within the time period otherwise established by the Supervisory Board or Committee, if so appointed, or as set forth in the Award Agreement. Award Agreements signed and returned before this due date will be considered accepted by the Participant on the date the Award Agreement was signed by the Company.
 
7.5   Each Participant granted an Award of Restricted Stock under the Plan shall not have any rights with respect to such Award, unless and until such Participant has executed an Award Agreement evidencing the Award and has delivered a fully executed copy thereof to the Company, and has otherwise complied with the then applicable terms and conditions. Unless otherwise provided in an Award Agreement, notwithstanding the foregoing, any Award of Performance Stock shall not be considered outstanding for any purpose, and no dividends, voting or other rights of a shareholder shall attach to such Performance Stock until such time as the Performance Conditions and any other conditions have been satisfied or restrictions have lapsed and the Shares have been Released to the Participant.
 
7.6   Except as provided in the Plan or in an Award Agreement, no consideration shall be payable by a Participant for an Award made to him.
Article 8   Vesting Conditions and Performance Conditions
8.1   In accordance with the Remuneration Policy, the Supervisory Board shall have the authority and complete discretion to impose Performance Conditions and Incentive Payout Levels, being conditions and limitations in addition to any conditions and limitations contained in this Plan which must be satisfied prior to the Release of such Award, provided that such additional conditions and limitations shall:
  (i)   be objective and are specified at the Date of Award in the Award Agreement; and
 
  (ii)   be such that the Release of such an Award after the Scheme Audit and the fulfilment or attainment of any Performance Conditions and limitations so specified shall not be

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      dependent upon the further discretion of any person, other than the determination by the Supervisory Board that such conditions or limitations have been fulfilled based on the Scheme Audit; and
 
  (iii)   not be capable of amendment, variation or waiver unless a major change in the organisation and/or the market occurs which causes the Supervisory Board to consider that a waived, varied or amended condition would be a fairer measure of performance and would not be more difficult nor easier to satisfy than any existing additional conditions.
8.2   Save as provided in Article 9, a certain number of Shares will be Released upon the Release Date stated in the Award Agreement provided that:
  (i)   the Performance Conditions imposed on the Award in accordance with Article 8.1 have, based on the Scheme Audit, been fulfilled and attained at the end of the Performance Period; and
 
  (ii)   the Participant is employed within the Group at the Release Date or, in case the Participant is no longer employed within the Group at the Release Date, the employment of the Participant within the Group has terminated for a reason other than those mentioned in Article 9.2.
8.3   Pursuant to Article 5.2, where necessary or desirable for the administration of the Plan, the Supervisory Board shall establish operating guidelines regarding, inter alia, the Performance Conditions and the procedure for arranging, operating and completing the Scheme Audit.
 
8.4   Promotion, demotion or transfers within the Company or Group of a Participant at any time during the Performance Period shall not affect the outstanding Awards and the Performance Conditions attached to these Awards.
Article 9   Termination of Employment
9.1   Save as provided in Article 9.2, if a Participant ceases to be employed with the Company or a Group Company, the Shares underlying his Award shall continue to be Released upon the Release Date(s) provided and to the extent that the Performance Conditions have been met, but the number of Shares Released shall be the number of Performance Stock multiplied by a factor reflecting the period in which the Participant was employed with the Company or Group Company during the year in which the Award is made. This factor is calculated by dividing the period of actual employment during the year in which the Award is made in terms of months rounded up to the nearest whole month by the total calendar year, in terms of months. The Shares Released shall not or no longer be subject to Transfer Restrictions.
 
9.2   If a Participant is given notice of termination of employment in circumstances involving fraud, gross negligence, wilful misconduct or any activity detrimental to the Company and/or any Group Company, all his Awards shall lapse on the date that such notice of termination of employment is given. Released Shares shall remain subject to the Transfer Restrictions during the Holding Period as determined in the Plan and applicable Award Agreements.
 
9.3   If a Participant dies or ceases to be employed with the Company or Group Company as a result of disability or incapacity to act, the number of Shares Released shall be the at target

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    number of Performance Stock as mentioned in the Award Agreement multiplied by a factor reflecting the period in which the Participant was employed with the Company or Group Company during the year in which the Award is made. This factor is calculated in accordance with Article 9.1. Notwithstanding this pro-rated Release, the Supervisory Board in its absolute discretion may waive the application of this pro-rated calculation and determine that the Release of the Award shall be made in whole. The Shares Released shall not or no longer be subject to Transfer Restrictions as from the date of Participant’s death or cessation of employment with Company or Group Company as stipulated in this article.
 
9.4   Any benefits derived by the Participant under this Plan shall not be taken into account for the purposes of determining the Participant’s contribution or entitlement to benefits under any pension or retirement arrangement or for the purposes of determining any other claim for compensation the Participant may have against the Company or against any other Group Company.
 
9.5   Subject to Article 9, where the employment of the Participant terminates for whatever reason, the Participant shall not be entitled to any compensation or damages including damages following unfair dismissal, any other form of breach of contract or any claim for compensation for the loss of employment insofar as such compensation or damages arise or may arise from the Participant ceasing to have rights under, or ceasing to be entitled to receive Performance Stock under this Plan as a result of such termination. The Plan shall not at any time affect the rights of the Company or a Group Company to terminate such Participant’s status as a Participant, whether with or without cause.
 
9.6   The Award of Performance Stock shall not entitle nor preclude the Participant from participating in another Award under the Plan or participation in any other plan operated by the Company or Group Company.
Article 10   Release of Awards
10.1   Shares underlying Awards shall be Released subject to Articles 13.1 to 13.4 only upon satisfaction of all terms and conditions set forth in the Plan, the applicable Award Agreement or any other agreement between the Participant and the Company to the Participant as soon as practicable following the Performance Period and finalisation of the Scheme Audit, provided that the vesting requirements and/or other conditions or restrictions have lapsed. Notwithstanding the foregoing, if the Company reasonably determines that it is necessary or appropriate for any portion of the Award to be delayed in order to avoid additional tax, interest and/or penalties under Section 409A of the Code, then such portion of the Award shall be made on the earliest date permitted under Section 409A of the Code without the imposition of any additional tax, interest and/or penalties. A Release of Shares shall only be made if the Participant has fulfilled all his obligations towards the Company or any Group Company under this Plan. The Release of Shares is confirmed to the Participant in the Confirmation Letter of Release.
 
10.2   From and following the Release Date, the Shares may be subject to the Transfer Restrictions during the Holding Period and to any other obligations as set forth in the Award Agreement and reconfirmed in the Confirmation Letter of Release.

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10.3   The Release of Shares shall is subject to the ASML Insider Trading Rules and applicable mandatory provisions regarding insider trading, as amended from time to time, as well as applicable laws.
 
10.4   The Participant shall not be entitled to any payment or indemnification of damages insofar such damages arise or may arise from a delayed Release under this Article 10.
 
10.5   The Supervisory Board, or Committee if so appointed, shall have the power to allow Awards to be Released at a date prior to the Release Date as may be stipulated in the Award Agreement.
Article 11   No Guarantee of Employment
11.1   Nothing in the Plan, Award Agreements or other related documents by themselves or in combination shall be construed as an express or implied contract of employment or a guarantee of continued future employment, unless expressly stated in such document.
 
11.2   An Award made under this Plan or any Award Agreement shall not be, or construed to be, a guarantee to the Participant that the employment of the Participant with the Company or with any Group Company will continue.
 
11.3   Any benefits derived by the Participant under this Plan shall not be taken into account for the purposes of determining the Participant’s contribution or entitlement to benefits under any pension or retirement arrangement or for the purposes of determining any other claim for compensation the Participant may have against the Company or against a Group Company.
 
11.4   An Award made under the Plan shall not entitle nor preclude, unless otherwise agreed between the Participant and the Company or any Group Company, the Participant from participating in another Award under the Plan or from participating in any other plan operated by the Company or Group Company.
Article 12   Legal and Regulatory Requirements’ Shareholder Rights
12.1   Shares granted under the Plan shall be subject to any necessary regulatory consents for the time being in force and it shall be the responsibility of the Company and, where relevant of the Participant, to comply with any requirements to be fulfilled in order to obtain or obviate the necessity for any such consent. In addition, no Shares shall be Released prior to the satisfaction of any and all applicable legal and regulatory requirements relating to such Release.
 
12.2   Unless otherwise provided in an Award Agreement, Shares subject to an Award granted under the Plan will be granted without the benefit of any rights (including shareholder rights) attaching thereto by reference to a record date preceding the Release Date. Except for such rights attaching to Shares by reference to a record date prior to the date on which the Shares are allotted and issued, Released Shares shall be identical and rank pari passu in all respects with the Shares in the same class then in issue.

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Article 13   Tax, Withholdings and Costs
13.1   All applicable taxes and withholdings resulting from any Award granted or Released to a Participant under the Plan shall be the sole responsibility of the Participant.
13.2   It shall be a condition of the obligation of the Company to issue or to procure the Release of the Shares to the Participant and the Participant shall permit the Company or any other Group Company to withhold and account for an amount equal to any applicable tax or withholding. The Participant shall pay to the Company or the applicable Group Company promptly upon request, and in any event at the time the Participant recognises taxable income in respect to the Shares subject to the Restricted Stock or (if the Participant makes an election under Section 83(b) of the Code in connection with such grant pursuant to Article 16 of the Plan), an amount equal to the taxes the Company determines it is required to withhold under applicable tax laws with respect to the Shares subject to the Restricted Stock. The Participant may satisfy the foregoing requirement by making a payment to the Company in cash or in such other manner as determined by the Supervisory Board or the Committee, if so appointed.
 
13.3   The Plan is based on the applicable tax and other legislation and regulations in effect as of the Adoption Date. If any tax law or other legislation or regulations are adopted or amended after the Adoption Date, any resulting tax or other liability shall be the sole responsibility of the Participant.
 
13.4   Except as described in this Article 13, any tax or similar liability arising out of the sale or disposal of Shares by the Participant shall be the sole responsibility of the Participant.
 
13.5   The costs of introducing, adopting, operating and administering this Plan shall be borne by the Company. Except for the Release of Shares, the costs associated with the sale and retention of the Shares shall be borne by the Participant.
 
13.6   The Company shall, where appropriate, recharge the costs of operating the Plan to its participating Group Companies if and to the extent Participants are employed by these Group Companies.
Article 14   Section 83 of the Code
If any Participant shall, in connection with the grant of an Award under the Plan, make the election permitted under Section 83(b) of the Code ( i.e., an election to include in gross income in the year of transfer the amounts specified in Section 83(b) of the Code), such Participant shall notify the Company of such election within five days of filing notice of the election with the United States. Internal Revenue Service, in addition to any filing and a notification required pursuant to regulation issued under the authority of Section 83(b) of the Code.
Article 15   Reporting obligations
The Company shall not issue or procure the transfer of Shares to Participants, until such time as the Company is satisfied that the Company or Group Company that employs the Participant and the

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Participant are aware of, and will carry out, their reporting obligations in respect of the transfer or issue of Shares where necessary.
Article 16   Variation of Capital
16.1   Subject to Article 18, in the event of a share split, reverse share split, any capitalisation issue (other than a capitalisation issue in substitution for, or as an alternative to, a cash dividend), or rights issue or rights offer or any reduction, sub-division, consolidation or other variation of the capital of the Company affecting the number of Shares in issue (including any change in the currency in which Shares are denominated) the number of Shares subject to any Award and reserve for distribution under the Plan shall be equitably adjusted by the Company without prejudice (including retrospective adjustments where appropriate) in such manner as the Company considers to be in its opinion fair and reasonable.
 
16.2   Notice of any adjustment shall be given by the Company to those Participants affected by such adjustment.
Article 17   Change of Control of the Company
17.1   Subject to the Articles of Association, required approval of the General Meeting and any applicable laws as well as the terms and conditions of any applicable Award Agreement, in the event of the Company’s dissolution, liquidation, sale of all or substantially all of its assets, merger, split, consolidation or similar transaction, change in control or share-for-share exchange, the Supervisory Board shall have the power to:
  (i)   with respect to any Awards, provide that part or all applicable vesting requirements and/or Performance Conditions or other conditions or requirements shall be deemed to be satisfied and for all or part of the outstanding Shares subject to the Award, the Shares shall be Released within six months of the date the Supervisory Board has determined that the transaction or event has occurred in line with the provisions of this Article 17 and that the applicable requirements of Articles 17.2 to 17.5 have been satisfied; or
 
  (ii)   provide for the payment of an amount in cash equal to the closing price on the relevant Stock Exchange of the Shares to be Released as described in Article 17.1(i) at the date the change of control has occurred; or
 
  (iii)   take whatever actions or other steps that the Supervisory Board considers necessary or appropriate.
17.2   Subject to Article 17.1 all adjustments and/or payments described in Article 17.1 sub (i), (ii) and (iii) shall be made by the Supervisory Board and shall be checked and approved by an independent advisor. Such approval shall be conclusive and binding on all persons.
 
17.3   Except as expressly provided in this Article 17, no Participant shall be afforded any rights by reason of any capital or corporate reorganisation of the Company. Any new Awards or the replacement of Awards shall not affect any Awards previously effected under the Plan.

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17.4   An Award effected pursuant to the Plan shall not affect in any way the right or power of the Company to effect any capital or corporate reorganisation.
17.5   If a corporate event occurs constituting a change of control of a Group Company due to which the Participant is no longer employed within the Group, the Supervisory Board can at its absolute discretion provide for any adjustments or payments as deemed appropriate such as, inter alia, continuation of the Plan or settlement of the outstanding Awards of the Participant immediately prior to such corporate event.
Article 18   Plan Amendments, Termination and Special Provisions
18.1   Subject to the Articles of Association, the Supervisory Board may from time to time at its absolute discretion amend, alter, or terminate the Plan, for such reason as the Supervisory Board, in its sole discretion, deems appropriate, including to facilitate the administration of the Awards, to reflect changes in legislation or to obtain or maintain a favourable tax, exchange control, legal, accounting or regulatory treatment for Participants, the Company or any other Group Company.
 
18.2   Without limiting the foregoing, if and to the extent that any provision of an Award is required to comply with Section 409A of the Code, such provision shall be administered and interpreted in a manner consistent with the requirements of such Section. If and solely to the extent that such provision as currently written would conflict with Section 409A of the Code, the Supervisory Board, or the Committee, if so appointed, shall have the authority, without the consent of the Participant, to administer such provision and to amend the Award with respect to such provision to the extent the Supervisory Board or the Committee deems necessary or appropriate for the purposes of avoiding any portion of amounts owed to the Participant being retroactively included in the taxable income of the Participant for any prior taxable year.
 
18.3   In addition, unless the Supervisory Board determines otherwhise, the Supervisory Board shall obtain approval of the General Meeting, if applicable, for any amendment that would require such approval in order to satisfy the requirements of applicable law or stock exchange rules.
 
18.4   The Supervisory Board, or the Committee if so appointed, may amend the terms of any Award theretofore granted, prospectively or retroactively; however, subject to Articles 16 or 17 of the Plan, no such amendment shall impair the rights of any Participant without his consent.
Article 19   Notification
19.1   Written notice of any amendment made in accordance with the terms of this Plan shall be given to those Participants affected by such amendment.
 
19.2   Any notice or other document required to be given to any Participant with respect to the operation of the Plan shall be regarded as correctly addressed if sent to the address of the Participant as recorded in the Staff Records Department of the Company or any other address as may appear to the Company to be appropriate, or by e-mail message or in any other format agreed in advance between the Participant and the person giving the notice on behalf of the Supervisory Board or such committee designated by the Supervisory Board for this purpose.

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    Any notice or other document required to be given by a Participant to the Company, any other Group Company or the Supervisory Board shall be delivered in the format required by the Company, any other Group Company or the Supervisory Board as communicated to the Participant in advance. Notices sent by regular mail, unless received earlier, shall be deemed to have been given on the fifth day following the date the notice is post-marked.
 
19.3   Participants shall be subject to and bound by the terms and conditions of applicable insider trading rules as set forth in the ASML Insider Trading Rules and applicable mandatory provisions, as amended from time to time, as well as any and all applicable laws. Such ASML Insider Trading Rules, mandatory provisions and applicable laws may restrict the rights of the Participants under this Plan. Participants are expected to be familiar with the ASML Insider Trading Rules, the insider trading rules and any other information, guidance and/or regulations issued by the Company or any other Group Company or relevant governmental or regulatory bodies, and neither the Company nor any other Group Company shall incur any liability in the event the Participant fails to comply with such rules.
Article 20   Disputes
The decision of the Supervisory Board in any dispute or question relating to any Award shall be final and conclusive subject to the terms and conditions of this Plan.
Article 21   Unfunded Status of the Plan; Unsecured Right
The Plan is intended to constitute an “unfunded” plan for incentive compensation for United States purposes. Any right to receive Shares or other consideration of any kind under the Plan or any Award Agreement shall be no greater than that of an unsecured general creditor of the Company. No Award may be assigned, transferred, encumbered or subject to any legal process for the payment of any claim against a Participant.
Article 22   Governing law
This Plan, including its formation, existence, construction, performance, validity and all aspects whatsoever of the Plan, any term of the Plan and Award made under it, shall be governed by the law of the Netherlands, except where mandatory local law shall apply. The Company and the Participants irrevocably submit, in respect of any suit, action or proceeding related to the interpretation or enforcement of the Plan, to the exclusive jurisdiction of the courts of Eindhoven, The Netherlands.
*****

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Exhibit 4.12
(ASML LOGO)
Terms and Conditions of the
ASML Performance Stock Option Plan
for Members of the Board of
Management (Version 2)

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Contents
             
ARTICLE 1
  DEFINITIONS     3  
ARTICLE 2
  INTERPRETATION     5  
ARTICLE 3
  SCOPE AND OBJECT     6  
ARTICLE 4
  GRANT OF CONDITIONAL OPTIONS     6  
ARTICLE 5
  OPTION PERIOD     7  
ARTICLE 6
  EXERCISE PRICE     7  
ARTICLE 7
  NON-TRANSFERABILITY OF THE OPTION     7  
ARTICLE 8
  EXERCISE OF UNCONDITIONAL OPTIONS     7  
ARTICLE 9
  PERFORMANCE CONDITIONS     8  
ARTICLE 10
  TERMINATION OF EMPLOYMENT     8  
ARTICLE 11
  VARIATION OF CAPITAL     9  
ARTICLE 12
  CHANGE OF CONTROL     10  
ARTICLE 13
  TAX, SOCIAL SECURITY AND COSTS     10  
ARTICLE 14
  PREVENTION OF INSIDER TRADING     11  
ARTICLE 15
  NOTICES     11  
ARTICLE 16
  DISPUTES     12  
ARTICLE 17
  AMENDMENTS     12  
Related documents
In these terms and conditions reference is being made to the ASML Stock Option Plan (version 2) and the ASML Insider Trading Rules 2005 as amended from time to time (the ‘ASML Insider Trading Rules’). These documents can be consulted on the ASML Intranet.

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Article 1 Definitions
In the terms and conditions of this Plan and in the related documents, the following terms and expressions shall have the meanings as set out and below, unless explicitly stated otherwise:
     
Articles of Association
  the articles of association of the Company as amended from time to time;
 
   
Board of Management
  the board of directors of the Company as mentioned in Article 13 of the Articles of Association;
 
   
Company
  ASML Holding N.V., having its registered seat at De Run 6501, 5504 DR Veldhoven, The Netherlands, registered with the Chamber of Commerce ( Kamer van Koophandel ) of Oost-Brabant under registration number 17085815;
 
   
Conditional Option
  an Option which is conditional upon the achievement of pre-determined Performance Conditions at the end of the Performance Period and which becomes an Unconditional Option upon such achievement;
 
   
Date of Grant
  the date on which a grant of a Conditional Option is made in writing to a Participant, which shall be the date specified in the Option Agreement;
 
   
Embargo Period
  the period following the Date of Grant as specified in the Option Agreement, in which a Conditional or Unconditional Option cannot be exercised;
 
   
Exercise Period
  the period following the Embargo Period in which an Unconditional Option can be exercised in accordance with Article 8;
 
   
Exercise Price
  the price at which the Participant may acquire one Share upon the exercise of one Option, which is determined in accordance with Article 6;
 
   
Expiration Date
  the last day of the Option Period, being the last day on which the Option can be exercised as specified in the Option Agreement;
 
   
General Meeting
  the general meeting of shareholders as mentioned in Article 27 of the Articles of Association;

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Group Company
  an affiliated company of ASML, in which the affiliation is determined by section 24c of Book 2 of the Dutch Civil Code, irrespective of the jurisdiction of such company and irrespective of the place where it has its registered office;
 
   
Option
  a right granted by the Company to the Participant to acquire one Share during the Exercise Period against payment of the Exercise Price. Options granted to United States residents or citizens will give such Participants the right to acquire Shares quoted on the NASDAQ while Options granted to all other Participants will give the right to acquire Shares quoted on the Euronext;
 
   
Option Agreement
  the signed written agreement, including all annexes thereto, between the Participant and the Company, setting forth the terms and conditions of the Options;
 
   
Option Period
  the period in which the Option remains valid beginning on the date of Grant and ending on the Expiration Date as specified in the Option Agreement;
 
   
Option Rules
  the ASML Stock Option Plan (version 2) including any modifications subsequently introduced therein in conformity with the same, on which this Plan is based;
 
   
Participant
  a member of the Board of Management to whom a grant of a Conditional Option has been made under the terms and conditions of this Plan or, upon death, the heirs of such member of the Board of Management;
 
   
Performance Conditions
  the performance conditions attached to the grant of a Conditional Option as set out in the annex to the Option Agreement;
 
   
Performance Period
  the period of one (1) calendar year which is the financial year in which the Conditional Option is granted, over which period the fulfillment of the Performance Condition is measured in accordance with Article 9;
 
   
Plan
  the terms and conditions of the ASML Performance Stock Option Plan for Members of the Board of Management including the Award Agreement and the Confirmation Letter of Release as amended from time to time in accordance with the provisions hereof;

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Remuneration Policy
  the remuneration policy for the Board of Management of ASML Holding N.V. as adopted by the General Meeting of Shareholders as amended from time to time, and in respect of a grant of Conditional Options, the remuneration policy as applicable at the respective Date of Grant;
 
   
Scheme Audit
  objective determination of the fulfillment of the Performance Conditions at the end of the Performance Period by the Company’s auditor or an independent expert appointed by the Supervisory Board;
 
   
Share
  an ordinary share in the capital of the Company, having a nominal value of EUR 0.02 (two eurocents) or any other nominal value such Share may have in the future;
 
   
Stock Exchange
  the stock exchange of Euronext Amsterdam NV, The Netherlands, or the NASDAQ Stock Market New York City, New York, United States of America;
 
   
Supervisory Board


Unconditional Option
  the board of supervisory directors of the Company as mentioned in Article 20 of the Articles of Association; and

a Conditional Option which has become unconditional as a result of the achievement of the Performance Conditions and which will become exercisable after expiration of the Embargo Period.
Article 2 Interpretation
Words or expressions used in the Plan shall where appropriate:
(i)   when denoting the masculine gender include the feminine and vice versa;
 
(ii)   when denoting the singular include the plural and vice versa;
 
(iii)   when referring to any enactment be construed as a reference to that enactment as for the time being consolidated, amended, re-enacted or replaced and shall include any regulations made there under;
 
(iv)   when a period of time is specified and starts from a given day or the day of an act or event or ends on a given day, be calculated inclusive of that day;
 
(v)   be construed such that the headings and sub-headings are for ease of reference only, and do not affect the interpretation of any Article;
 
(vi)   when referring to any enactment or regulations under Dutch law be construed at the discretion of the Supervisory Board as a reference to other applicable laws or regulations of any other country (or region of a country); and

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(vii)   references to tax and/or social security contributions and/or withholding taxes shall for the avoidance of doubt include The Netherlands and any other jurisdiction to which a Participant may be subject.
Article 3 Scope and Object
This Plan is part of the Option Rules and contains the terms and conditions that are applicable to the Participant pursuant to Article IV of the Option Rules.
The Participant is aware of the fact that the value of the Shares may fluctuate, and that the Company does not guarantee that the Participant will derive any benefit from the Options granted under this Plan.
Nothing in this Plan or related documents by themselves or in combination shall be construed as an expressed or implied contract of employment or a guarantee of continued future employment.
Article 4 Grant of Conditional Options
4.1   A grant of Conditional Options can be made in accordance with the Remuneration Policy and the terms and conditions set forth in this Plan, on an annual basis and in accordance with a consistent policy regarding frequency, timing and terms and conditions, and subject to the ASML Insider Trading Rules and applicable mandatory provisions regarding insider trading, as amended from time to time.
 
4.2   Each grant shall be evidenced by an Option Agreement concluded between the Participant and the Company, setting forth the terms and conditions pertaining to such grant. By signing the Option Agreement the Participant acknowledges that he has read the Plan and the ASML Insider Trading Rules and declares that he fully understands and will fully comply with the provisions of the Plan and the ASML Insider Trading Rules.
 
4.3   An Option Agreement shall specify, inter alia, the number of Conditional Options granted, the Date of Grant, the Option Period, the Embargo Period, the Exercise Period, the Exercise Price, the Performance Condition, the Performance Period and all such other information as required by the terms and conditions of this Plan.
 
4.4   If the Participant wishes to participate in the Plan, he is required to return a signed copy of the Option Agreement to the Company within thirty (30) calendar days following the date on which the Option Agreement has been signed by the Company as stated in the Option Agreement. Option Agreements signed and returned before the due date will be considered accepted by the Participant on the date the Option Agreement has been signed by the Company.
 
4.5   Except for the payment provisions as set out in Article 13, no consideration shall be payable by a Participant for the grant of a Conditional Option made for his benefit.

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Article 5 Option Period
5.1   The Option Period shall be ten (10) years as from the Date of Grant as specified in the Option Agreement.
 
5.2   Unconditional Options may only be exercised within the Exercise Period following the expiry of the Embargo Period as specified in the Option Agreement in accordance with the provisions of Article 8 of this Plan.
 
5.3   Unconditional Options that have not been within the Exercise Period shall lapse on the day following the Expiration Date and become null and void.
 
5.4   Notwithstanding the provisions of paragraphs 1 through 3 of this Article 5, the Option Period may be extended under the circumstances as referred to in Article 10.5 by a maximum period of twelve (12) months.
Article 6 Exercise Price
The Exercise Price shall be equal to the closing price ‘cum dividend’ of a Share on the Stock Exchange on the Date of Grant. For United States residents or citizens, the EUR (euro) denominated Exercise Price will be converted into a USD (United States dollar) Exercise Price by taking the Exercise Price defined in the first sentence of this Article and applying the EUR–USD exchange rate fixing on the Date of Grant as performed by the European Central Bank at or around 14.00 hours C.E.T.
Article 7 Non-transferability of the Option
The Option granted is strictly personal and non-transferable. No Option shall be capable of being sold, transferred or assigned by the Participant other than in a manner specified in the Plan and the Option cannot be charged, pledged, encumbered or otherwise used for the purpose of creating security title or interest of whatever nature.
Article 8 Exercise of Unconditional Options
8.1   Notwithstanding the provisions of Article 10, the Unconditional Options are exercisable at any time during the Exercise Period, provided that the Participant is employed by the Company or any Group Company at the last day of the Embargo Period.
 
8.2   The Unconditional Options may be exercised only in accordance with established ASML procedures existing at the time of exercise.
 
8.3   When exercising the Unconditional Options the Participant must comply with the ASML Insider Trading Rules, as in force at the time of exercise.

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8.4   The Unconditional Options may be exercised by the Participant for the total number which has vested or in tranches of 100 or multiples thereof (with the exception of the last tranche), with the provision that each exercise must take place within the Exercise Period, provided such exercise is not in conflict with the provisions of Article 14.
Article 9 Performance Conditions
9.1   In accordance with the Remuneration Policy, the Supervisory Board shall have the authority and complete discretion to impose Performance Conditions, being conditions and limitations in addition to any conditions and limitations contained in this Plan which must be achieved at the end of the Performance Period in order for the Conditional Option to vest and become an Unconditional Option, provided that such additional conditions and limitations shall:
  (i)   be objective and are specified in the Option Agreement; and
 
  (ii)   be such that the grant of the Option after the Scheme Audit and the fulfillment or attainment of any Performance Conditions and limitations so specified shall not be dependent upon the further discretion of any person, other than the determination by the Supervisory Board that such conditions or limitations have been fulfilled based on the Scheme Audit; and
 
  (iii)   not be capable of amendment, variation or waiver unless a major change in the organization and/or the market and/or business circumstances occurs which causes the Supervisory Board to consider that a waived, varied or amended condition would be a fairer measure of performance and would not be more difficult nor easier to satisfy than any existing additional conditions.
9.2   Where necessary or desirable for the administration of the Plan, the Supervisory Board shall establish operating guidelines regarding, inter alia, the Performance Conditions and the procedure for arranging, operating and completing the Scheme Audit.
 
9.3   Promotion, demotion or transfers within the Company or Group Company of a Participant at any time during the Performance Period shall not affect any Option nor shall it affect the fulfillment of the Performance Conditions attached to any Option granted.
Article 10 Termination of employment
10.1   Notwithstanding the provisions of Article 10.2, if a Participant ceases to be employed with the Company or with a Group Company during the Performance Period, the number of Conditional Options that become Unconditional Options shall be the number of Options that is related to the fulfillment of the Performance Conditions over the relevant Performance Period, multiplied by a factor reflecting the period in which the Participant was employed within the Group during the Performance Period. This factor is calculated by dividing the period of actual employment during the Performance Period in terms of months, rounded up to the nearest whole month, by the total Performance Period, in terms of months. The Embargo Period for the Conditional Options which have become Unconditional Options in accordance with this Article 10.1 shall end on the day following the last day of the Performance Period.

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10.2   If a Participant is given notice of termination of employment in circumstances involving fraud, gross negligence, willful misconduct or any other activity detrimental to the Company or Group Company, all outstanding Options, whether Conditional or Unconditional, shall immediately lapse and become null and void on the date that such notice of termination of employment is given. These Options will become null and void without the Participant being entitled to any compensation in this respect from the Company or Group Company.
 
10.3   If a Participant dies during the Performance Period or ceases to be employed with the Company or with a Group Company during the Performance Period as a result of disability or incapacity to act, the number of Conditional Options that become Unconditional Options shall be fixed at the number of Options linked to Target Achievement as defined in the annex to the Option Agreement; multiplied by a factor reflecting the period in which the Participant was employed with the Company and/or with a Group Company during the Performance Period. This factor is calculated in accordance with Article 10.1. Notwithstanding the application of such pro-rated calculation, the Supervisory Board in its absolute discretion may (i) waive the application of this pro-rated calculation method and determine that a number up to and including the maximum number of Conditional Options as mentioned in the Option Agreement shall vest and become Unconditional Options, and/or (ii) decide that the Embargo Period for the Conditional Options which have become Unconditional Options in accordance with this Article 10.3 shall end on the day following the last day of the Performance Period.
 
10.4   If a Participant dies after the Performance Period or ceases to be employed with the Company or with a Group Company after the Performance Period as a result of disability or incapacity to act, any Unconditional Options shall be exercisable during (A) the period from the date of termination of employment until the Expiration Date, or (B) the period from the date of termination of employment until the date which is twelve (12) months following the date of termination of employment, whichever period is the longest.
 
10.5   If employment ceases, for reasons other than those mentioned in Article 10.2 or 10.4, at any time following the end of the Performance Period, any Unconditional Options will become exercisable after the date of termination of employment.
Article 11 Variation of capital
11.1   Subject to Article 12, in the event of a share split, reverse share split, any capitalization issue (other than a capitalization issue in substitution for, or as an alternative to, a cash dividend), or rights issue or rights offer or any reduction, sub-division, consolidation or other variation of the capital of the Company affecting the number of Options in issue (including any change in the currency in which Options are denominated), the number of Options subject to any grant may be adjusted by the Company without prejudice (including retrospective adjustments where appropriate) in such manner as the Company considers to be in its opinion fair and reasonable, however, in no event shall the Company be obliged to make such adjustment.

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11.2   Notice of any adjustment shall be given by the Company to those Participants affected by such adjustment.
Article 12 Change of control
12.1   Subject to the Articles of Association, required approval of the General Meeting and any applicable laws, in the event of the Company’s dissolution, liquidation, sale of all or substantially all of its assets, merger, split, consolidation or similar transaction, change in control or share-for-share exchange, the Supervisory Board shall have the power to:
  (i)   adjust the number of Options to the number of Options linked to Target Achievement as mentioned in the annex to the Option Agreement; and/or
 
  (ii)   determine that Options become exercisable at the date of change of control or at the date of termination of employment which results from such change of control, or
 
  (iii)   provide, at the request of the Participant, for the payment of an amount in cash equal to the benefit at exercise that the Participant could have received if he had exercised the Options at the date of change of control; or
 
  (iv)   take whatever other steps the Supervisory Board considers appropriate.
12.2   All adjustments and/or payments described in Article 12.1 sub (i), (ii) and (iii) shall be made by the Supervisory Board and shall be checked and approved by an independent advisor. Such approval shall be conclusive and binding on all persons.
 
12.3   Except as expressly provided in this Article 12, no Participant shall be afforded any rights by reason of any capital or corporate reorganization of the Company. Any new Options or replacement of Options shall not affect any grants previously effected under the Plan.
 
12.4   A grant effected pursuant to the Plan shall not affect in any way the right or power of the Company to effect any capital or corporate reorganization.
 
12.5   If a corporate event occurs constituting a change of control of a Group Company due to which the Participant is no longer employed within the Group, the Supervisory Board can at its absolute discretion provide for any adjustments or payments as deemed appropriate such as, inter alia, continuation of the Plan or settlement of the outstanding grants of the Participant immediately prior to such corporate event.
Article 13 Tax, social security and costs
13.1   All applicable personal tax and employee social security contributions as a result of or in respect of the implementation of the Plan shall be borne by the Participant.
 
13.2   It shall be the obligation of the Company to issue or to procure the grant of the Options to the Participant and the Participant shall permit the Company or any Group Company to withhold and account for an amount equal to any wage or income tax, employee’s social

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    security contributions liability and any other liabilities for which the Company or a Group Company as the case may be, has an obligation to withhold and account.
13.3   Whenever Options are to be granted under the Plan, the Company or any Group Company may require the Participant to remit to the Company or a Group Company or upon the request of the Participant to deduct as a one-off payment from the net salary or the net annual bonus (if any) of the Participant, an amount sufficient to satisfy all withholding tax requirements at the time of the exercise, including, but not limited to, the withholding of wage tax, income tax and social security contributions.
 
13.5   The Plan is based on the applicable tax and social security legislation and regulations prevailing at the Adoption Date. If any tax and/or social security legislation or regulations are amended after the Adoption Date and any tax or employee social security levies become payable, the costs and risks related thereto shall be borne by the Participant.
 
13.6   For the avoidance of doubt, the provisions of Articles 13.1 to 13.5 shall apply to a Participant’s liabilities that may arise on the exercise in more than one jurisdiction.
 
13.7   The Participant shall be liable for all costs relating to the exercise of the Option including but not limited to costs charged by stock brokers in connection with the Share acquired following the exercise of the Option and subsequent sale of such Share.
 
13.8   Costs relating to the issue of new and/or transfer of existing Shares following the exercise of the Option shall be for the account of the Company.
Article 14 Prevention of Insider Trading
The Participant who signs the Option Agreement shall at the same time be deemed to accept the applicable ASML Insider Trading Rules and to act accordingly.
Article 15 Notices
15.1   Notices which must be given by the Company to the Participant pursuant to or in connection with the Option Rules and/or the Plan shall be regarded as correctly addressed if sent to the address of the Participant as recorded in the Human Resources and Organization Staff Records Department of the Company or any other address as may appear to the Company to be appropriate, or by e-mail message or in any other format agreed in advance between the Participant and the person giving the notice on behalf of the Supervisory Board.
 
15.2   Any notice or other document required to be given to the Company or the Supervisory Board shall be delivered in a format agreed in advance between the Participant and the person receiving the notice. Notices sent by post, unless received earlier, shall be deemed to have been given on the fifth day following the date of posting.

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Article 16 Disputes
16.1   The Option Rules, the Plan, the Option Agreement including the annex thereto, and all further documents relating to the Option Rules and/or the Plan shall be governed by the laws of The Netherlands.
 
16.2   All disputes arising from the Option Rules, the Plan, the Option Agreement including the annex thereto and other documents relating to the Option Rules and/or the Plan, shall in the first instance, be settled by the District Court of Eindhoven.
Article 17 Amendments
17.1   The Supervisory Board shall have the power to amend the Option Rules and/or the Plan or add further provisions to the same at any time.
 
17.2   The Participant shall be informed in writing of any amendments or measures as referred to in this Article.
* * * * *

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Exhibit 5.1
ASML
     
 
  ASML Holding N.V.
 
  De Run 6501
 
  5504 DR Veldhoven
 
  PO Box 324
 
  5500 AH Veldhoven
 
  The Netherlands
 
   
 
  Phone +31 40 268 6762
 
  Fax +31 40 268 4888
 
  remco.van.der.veer@asml.com
 
  www.asml.com
 
   
 
  Trade Register 17085815
 
  Eindhoven, The Netherlands
United States Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
United States of America
     
Date
  July 3, 2007
Reference
  RV/1_6_1_15a
Subject
  Form S-8
Ladies and Gentlemen:
I refer to the Registration Statement on Form S-8 (the “Registration Statement”) of ASML Holding N.V., a Netherlands corporation (the “Company”), under the Securities Act of 1933 (the “Securities Act”). The Registration Statement relates to up to 622,159 ordinary shares, nominal value of € 0.02 per share, of ASML Holding N.V. (the “Securities”), issuable under the (i) ASML Stock Option Plan for Incentive or New Hire Options granted to Senior and Executive Management (Version January 2007); (ii) ASML Stock Option Plan for Incentive or New Hire Options granted to Employees (Version January 2007); (iii) ASML Stock Option Plan for Incentive or New Hire Options granted to Senior and Executive Management (Version April 2007); (iv) ASML Stock Option Plan for Incentive or New Hire Options granted to Employees (Version April 2007); (v) ASML Stock Option Plan for Incentive or New Hire Options granted to Senior and Executive Management (Version July 2007); (vi) ASML Stock Option Plan for Incentive or New Hire Options granted to Employees (Version July 2007); (vii) ASML Stock Option Plan for Incentive or New Hire Options granted to Senior and Executive Management (Version October 2007); (viii) ASML Stock Option Plan for Incentive or New Hire Options granted to Employees (Version October 2007); (ix) ASML Performance Stock Plan for Members of the Board of Management (Version 1); and (x) ASML Performance Stock Option Plan for Members of the Board of Management (Version 2) (each, a “Plan”).
     I have examined and am familiar with (i) the Company’s Articles of Association, as amended and (ii) the corporate proceedings relating to the Registration Statement. Upon the basis of the foregoing, and having satisfied myself as to such other matters of law and fact as I consider relevant for the purposes of this opinion, I advise you that, in my opinion, upon issuance in accordance with the terms and conditions of the applicable Plan, the Securities will have been legally issued, fully paid and non-assessable.
     I express no opinion herein, on or with respect to, any law other than the laws of The Netherlands and I express no opinion on, or with respect to, the laws of the United States, any state thereof or any other laws, statutes, regulations or ordinances.
     I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and any reference to me therein. In giving such consent, I do not hereby admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.
Very truly yours
     
  /s/ Robert F. Roelofs  
  Robert F. Roelofs  
  General Counsel  

 

 

Exhibit 23.1
     
 
  Deloitte Accountants B.V.
 
  Flight Forum 1
 
  5657 DA Eindhoven
 
  P.O. Box 782
 
  5600 AT Eindhoven
 
  Netherlands
 
   
 
  Tel: +31 (040) 2345000
 
  Fax: +31 (040) 2345407
 
  www.deloitte.nl
ASML Holding N.V.
De Run 6501
5504 DR VELDHOVEN
             
Date
  From:   Our reference    
July 3, 2007
  P.J.M.A. van de Goor   op9938    
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report relating to the financial statements of ASML Holding N.V. and management’s report on the effectiveness of internal control over financial reporting dated January 26, 2007 appearing in the Annual Report on Form 20-F of ASML Holding N.V. for the year ended December 31, 2006.
 
/s/ Deloitte Accountants B.V.     

Deloitte Accountants B.V. is registered with the Trade Register of the Chamber of Commerce and Industry in Rotterdam number 24362853.
Member of Deloitte Touche Tohmatsu