InterXion Holding N.V. (Form: S-8, Received: 06/23/2011 16:55:26)

Large accelerated filer

Accelerated filer

Non-accelerated filer

x (Do not check if a smaller reporting company)

Smaller reporting company

As filed with the Securities and Exchange Commission on June 23, 2011

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

Interxion Holding N.V.

(Exact Name of Registrant as Specified in Its Charter)


The Netherlands		Not Applicable
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)
Tupolevaan 24 1119 NX Schiphol-Rijk The Netherlands		Not Applicable
(Address of Principal Executive Offices)		(Zip Code)

Interxion Holding N.V. 2008 International Stock Option and Incentive Master Award Plan and the Interxion Holding

N.V. 2011 International Stock Option and Incentive Master Award Plan

(Full Title of the Plan)

CT Corporation System

111 Eighth Avenue

New York, New York 10011

United States

(Name and Address of Agent for Service)

(212) 894-8940

(Telephone Number, Including Area Code, of Agent for Service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

CALCULATION OF REGISTRATION FEE



Title of Securities to be Registered	Amount to be Registered (1)	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Ordinary Shares, €0.10 nominal value per share	3,129,133	$4.15 (2)	$12,985,902 (2)	$1,510
Ordinary Shares, €0.10 nominal value per share	5,273,371	$13.75 (3)	$72,508,852 (3)	$8,476

(1)

This Registration Statement covers 8,402,504 ordinary shares of Interxion Holding N.V., €0.10 nominal value per share (the “Ordinary Shares”), of which (i) 3,129,133 Ordinary Shares are issuable upon the exercise of options outstanding (the “2008 Options”) under the Interxion Holding N.V. 2008 International Stock Option and Incentive Master Award Plan and (ii) 5,273,371 Ordinary Shares are issuable upon the exercise of options outstanding under the Interxion Holding N.V. 2011 International Stock Option and Incentive Master Award Plan. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), there shall also be deemed registered hereby such additional number of ordinary shares of the Registrant as may be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(2)

Estimated in accordance with Rule 457(h) promulgated under the Securities Act solely for the purpose of calculating the amount of the registration fee, based on the weighted average exercise price of the 2008 Options, which was €2.90 or $4.15, based on the noon buying rate of €1.00 to $1.4326 in The City of New York for cable transfers of euro as certified for customs purposes by the Federal Reserve Bank of New York as of June 17, 2011.

(3)	Calculated solely for the purpose of determining the registration fee pursuant to Rule 457(h) and Rule 457(c) under the Securities Act, based upon the average of the high and low sales prices for the Ordinary Shares as quoted on the New York Stock Exchange on June 17, 2011, of $13.75 per share.

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

The information required by Part I has been sent or given to employees as specified by Rule 428 under the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.

Incorporation of Documents by Reference

The following documents, filed with the Securities and Exchange Commission (the “Commission”) by Interxion Holding N.V. (the “Company”), are incorporated by reference into this Registration Statement:

(1)

The Company’s annual report on Form 20-F for the fiscal year ended December 31, 2010 filed on April 27, 2011;

(2)

The Company’s current reports on Form 6-K filed on March 23, 2011, May 3, 2011, May 17, 2011, June 1, 2011 and June 9, 2011; and

(3)

The description of the Company’s Ordinary Shares contained in its Registration Statement on Form 8–A filed with the Commission on January 25, 2011 pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which incorporates by reference the description of the Company’s Ordinary Shares set forth under “Description of Capital Stock” in the Company’s Registration Statement on Form F–1 (File No. 333–171662), as amended, which was originally filed with the Commission on January 12, 2011.

In addition, all documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all the securities offered hereby have been sold or which deregisters all securities then remaining unsold, including any Form 6-K which the Company files with the Commission wherein such Form 6-K is expressly incorporated by reference into this prospectus, shall be deemed to be incorporated herein by reference and to be a part hereof from the date of the filing of such documents with the Commission.

Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein (or in any other subsequently filed document which also is incorporated by reference herein) modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed to constitute a part hereof except as so modified or superseded.

Item 4.

Description of Securities

Not Applicable.

Item 5.

Interests of Named Experts and Counsel

Not Applicable.

Item 6.

Indemnification of Directors and Officers

Under Dutch law, indemnification provisions may be included in the articles of association. Accordingly, the Company’s articles of association, as amended on January 28, 2011, provide that the Company shall indemnify the members of the board of directors and the former members of the board of directors for damages, fines and various costs and expenses related to claims brought against them in connection with the

exercise of their duties. However, there shall be no entitlement to reimbursement if and to the extent that (i) the laws of the Netherlands would not permit such indemnification; (ii) a Dutch court has established in a final and conclusive decision that the act or failure to act of the person concerned may be characterized as willful (opzettelijk), intentionally reckless (bewust roekeloos) or seriously culpable (ernstig verwijtbaar), unless Dutch law provides otherwise or this would, in view of the circumstances of the case, be unacceptable according to standards of reasonableness and fairness, or (iii) the costs, damages or fines payable by the person concerned are covered by any liability insurance and the insurer has paid out the costs or financial loss. The Company may take out liability insurance for the benefit of the directors, and may enter into indemnification agreements with the members of the board of directors to provide for further details on these matters.

Item 7.

Exemption from Registration Claimed

Not Applicable.

Item 8.

Exhibits

Reference is made to the attached exhibit index, which is incorporated by reference herein.

Item 9.

Undertakings

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;

(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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective 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 paragraph (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment 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 Securities Exchange Act of 1934 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.

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 and each filing of an employee benefit plan’s annual report pursuant to Section 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.

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 Act 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 Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Amsterdam, The Netherlands, on June 23, 2011.


INTERXION HOLDING N.V.

By		/s/ David C. Ruberg
Name:		David C. Ruberg
Title:		Chief Executive Officer

We, the undersigned officers and directors of Interxion Holding N.V., hereby severally constitute and appoint David C. Ruberg, our true and lawful attorney, with full power to sign for us and in our names in the capacities indicated below, the registration statement on Form S-8 filed herewith and any and all subsequent amendments to said registration statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable Interxion Holding N.V. to comply with the provisions of the Securities Act, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorney to said registration statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.


Signature	Title	Date

/s/ David C. Ruberg David C. Ruberg	Chief Executive Officer and Executive Director (Principal Executive Officer)	June 23, 2011

/s/ Josh Joshi M.V. “Josh” Joshi	Chief Financial Officer (Principal Financial and Accounting Officer)	June 23, 2011

/s/ John Baker John Baker	Non-Executive Director	June 23, 2011

/s/ Robert M. Manning Robert M. Manning	Non-Executive Director	June 23, 2011

/s/ Peter E.D. Ekelund Peter E.D. Ekelund	Non-Executive Director	June 23, 2011

/s/ Cees van Luijk Cees van Luijk	Non-Executive Director	June 23, 2011

/s/ Paul Schroder Paul Schroder	Non-Executive Director	June 23, 2011

/s/ Jean F.H.P. Mandeville Jean F.H.P. Mandeville	Non-Executive Director	June 23, 2011

/s/ Donald J. Puglisi Donald J. Puglisi	Authorized Representative in the United States	June 23, 2011

EXHIBIT INDEX


Exhibit Number		Description

4.1		The Interxion Holding N.V. 2008 International Stock Option and Incentive Master Award Plan

4.2		The Interxion Holding N.V. 2011 International Stock Option and Incentive Master Award Plan

5		Opinion of Linklaters LLP

23.1		Consent of KPMG Accountants N.V.

23.2		Opinion of Linklaters LLP (included in Exhibit 5)

24		Power of Attorney (included as part of the Company’s signature page)

Exhibit 4.1

TERMS AND CONDITIONS

of the

INTERXION HOLDING N.V.

2008 INTERNATIONAL STOCK OPTION AND

INCENTIVE MASTER AWARD PLAN

January 2008

Terms and Conditions of the InterXion Holding N.V. 2008 International Stock Option and Incentive Master Award Plan January 2008

I.	PREAMBLE

(a)

For the purposes of attracting, retaining, and motivating selected members of staff, for the purposes of encouraging and rewarding their contributions to the performance of the Company, and for the purposes of aligning their interests with the interests of the Company’s shareholders, the Company wishes to operate this incentive scheme whereby Options may be granted to Participants from time to time under the terms and conditions of the Plan;

(b)	The Participants are employed by or perform duties for the Company or a company within the Group in one of a number of countries for which the Plan, setting out the general terms and conditions of this master award plan, will serve as a framework in relation to the grant of an Option;

(c)	In each of the countries in which the Plan is operational, a separate Option Agreement governing the grant of Options will be entered into between the Company or any company within the Group and each Participant;

(d)	The grant of an Option will give Participants the right to acquire a number of Depositary Receipts or, as the case may be, after a Listing, to acquire a number of Shares during the Exercise Period upon payment of the Exercise Price; and

(e)	Any and all rights that arise from the grant and exercise of Options between the Company or any company within the Group and the Participants are governed by the Plan including Appendix I attached to this Plan, which is an integral part of the Plan, and the Option Agreements.

Terms and Conditions of the InterXion Holding N.V. 2008 International Stock Option and Incentive Master Award Plan January 2008

II.

GENERAL

Article 1 - Definitions

In the Preamble and the Plan, the following definitions will apply unless explicitly expressed otherwise. Where the context so requires and admits, singular expression shall include the plural and vice versa, and all references to the masculine gender shall include the feminine and vice versa. The headings in the Plan do not affect its interpretation.



Appendix I:		the appendix attached to the Plan, which contains the general principal features of the Plan;

Cause:		in the context of termination as an Employee or as a member of the Supervisory Board, committing any felony under applicable criminal law, breach of any material fiduciary duty or act of dishonesty, fraudulent misrepresentation or moral turpitude which violation, breach or act has or may reasonably be expected to have a material detrimental impact on the business of the Company or any company within the Group, or prevents or materially impairs or may reasonably be expected to prevent or materially impair the Participant’s effective performance of his duties for the Company or any company within the Group;

CEO:		the Chief Executive Officer of the Company;

Common Stock:		ordinary shares in the capital of the Company with a nominal value of € 0.02 (two Eurocents) each, or any other nominal value of a share as a result of a Shareholders’ decision;

Terms and Conditions of the InterXion Holding N.V. 2008 International Stock Option and Incentive Master Award Plan January 2008



Company:		InterXion Holding N.V., a corporation organised under the laws of The Netherlands, currently having its registered seat at Amsterdam, The Netherlands, and its registered office at Cessnalaan 1-33, 1119 NJ Schiphol-Rijk, The Netherlands, or any successor corporation;

Depositary:		Stichting Administratiekantoor Management InterXion, a foundation organised under the laws of The Netherlands, having its registered seat at Amsterdam, The Netherlands;

Depositary Receipts:		depositary receipts of Common Stock, each with a nominal value of € 0.02 (two Eurocents), issued by the Depositary, where the Fair Market Value of the depositary receipts equals the Fair Market Value of the Shares;

Employee:		any individual who is employed by the Company or a company within the Group;

Exercise Date:		the date on which the CEO, or any other recipient designated by the CEO, receives written notification from the Participant that the Participant wishes to exercise his Option;

Exercise Period:		the period in which a Participant can exercise the Option, where such period begins and ends on any date or dates as specified in the Participant’s Option Agreement;

Exercise Price:		the price per Depositary Receipt or Share as indicated in each Option Agreement at which an Option may be exercised;

Terms and Conditions of the InterXion Holding N.V. 2008 International Stock Option and Incentive Master Award Plan January 2008



Grant Date:		the date on which the Option is granted to the Participant as indicated in each Option Agreement;

Group:		the Company together with (a) companies in which the Company directly or indirectly owns at least fifty (50) % of the shares or other capital interest of that company, (b) a company that itself directly or indirectly owns at least fifty (50) % of the shares of the Company, or (c) upon a decision of the Supervisory Board, any other company.

Listing:		means the initial public offering of the Company, as a result of which the Shares will be listed at a stock exchange that is recognised by the relevant supervisory authority in the jurisdiction in which the operator of such exchange is established;

Option:		any option that is granted to a Participant pursuant to the Plan to purchase and acquire one or more Depositary Receipts or, as the case may be, after a Listing, to purchase and acquire one or more Shares;

Option Agreement:		with respect to each Option granted to a Participant, the signed written agreement between the Participant and the Company, setting forth the terms and conditions of the Option;

Option Period:		the period in which the Option remains valid, beginning on the Grant Date and ending on the dates as specified in this Plan and the Option Agreement;

Terms and Conditions of the InterXion Holding N.V. 2008 International Stock Option and Incentive Master Award Plan January 2008


Participant:		an Employee, an advisor to the Company or a member of the Supervisory Board, to whom an Option has been granted under the Plan;

Plan:		the InterXion Holding N.V. 2008 International Stock Option and Incentive Master Award Plan, as adopted by the Company and approved by the Supervisory Board, as it may be further amended from time to time;

Purchase Price:		at any specified time, the Exercise Price of an Option to purchase one (1) Depositary Receipt, or, as the case may be, after a Listing, one (1) Share, multiplied by the number of Depositary Receipts or Shares subject to such Option being exercised;

Share:		one (1) share of Common Stock;

Shareholder:		the holder of legal title of Common Stock;

Supervisory Board:		the Company’s board of supervisory directors ( raad van commissarissen ), as meant in section 17 of the Company’s articles of association;

Terms of Deposit:		means the rules ( administratievoorwaarden ) that govern the issue, transfer and deposit of the Depositary Receipts;

Total and Permanent Disability:		the mental or physical disability, whether occupational or non-occupational in cause, which satisfies such definition in: (i) any insurance policy or plan provided to the Participant by the Company or a company within the Group; or alternatively (ii) the applicable national legislation pertaining to persons with disability.

Terms and Conditions of the InterXion Holding N.V. 2008 International Stock Option and Incentive Master Award Plan January 2008

III.

AWARD AND EXERCISE OF THE OPTIONS

Article 2 - Terms and conditions

The Company wishes to grant Participants an Option, subject to the terms and conditions set forth in the Plan and in the Option Agreement.

Article 3 - Effective Date

The Plan was adopted by the Company with effect from 25 January 2008.

Article 4 - Administration

4.1	The Plan shall be administered by the CEO.

4.2	Powers of the Supervisory Board . The Supervisory Board shall have such powers and authority delegated to it as set out in the Plan.

4.3	Powers of the CEO . On behalf of the Company and subject to approval of the Supervisory Board, the CEO shall have the authority and complete discretion to:

(i)

in so far this is required in order to ensure continued compliance with statutory and/or regulatory requirements prescribe, amend and rescind rules and regulations relating to the Plan unless, with respect to any Option previously granted to the Participant and without his or her consent, such action would adversely materially affect the rights or position of the Participant in that respect;

(ii)

construe and interpret the Plan, an Option Agreement, and any other agreement or document executed pursuant to the Plan;

Terms and Conditions of the InterXion Holding N.V. 2008 International Stock Option and Incentive Master Award Plan January 2008

(iii)

authorise any person to execute, on behalf of the Company, any instrument required to effect the grant of an Option as made by the Supervisory Board;

(iv)

make determinations deemed necessary or desirable for the administration of the Plan; and

(v)

exercise any other powers and authority delegated to him by the Supervisory Board.

4.4

Interpretation . Subject to compliance with article 4.3, the CEO’s interpretation and construction of any provision of the Plan, of any Option granted under the Plan, or of any Option Agreement shall be final and binding on all persons claiming an interest in an Option granted under the Plan. The CEO shall not be liable for any action or determination made in good faith with respect to the Plan.

Article 5 - Participation

5.1

Employees of the Company or a company within the Group, advisors and members of the Supervisory Board of the Company or a company within the Group may become Participants of the Plan. The CEO will from time to time present a proposal to that effect to the Supervisory Board. The approval of the Supervisory Board of such determination shall be final.

5.2

Options may be granted to an Employee upon his commencement of employment with the Company or a company within the Group and/or may be granted to an Employee, an advisor or to members of the Supervisory Board during the term of their contractual relationship with the Company or a company within the Group.

Article 6 - Depositary Receipts and/or Shares subject to the Plan

6.1	Depositary Receipts and/or Shares . Options granted under this Plan shall be granted on Depositary Receipts, or, after a Listing, on Shares.

Terms and Conditions of the InterXion Holding N.V. 2008 International Stock Option and Incentive Master Award Plan January 2008

6.2	Available share capital . The total number of Shares made available for this Plan shall be determined jointly by the Company and its shareholders, such number currently being 31,932,874 Shares.

6.3

Nature of the Depositary Receipts . The Depositary Receipts, acquired upon exercise of the Option, may not, without the prior consent in writing of the Depositary, be assigned or transferred to persons or entities other than the Depositary. The Depositary Receipts are strictly personal and may not be pledged, encumbered or otherwise used for the purpose of creating security title or interest of whatsoever nature.

6.4	Listing . Once a Listing has taken place and to the extent that an Option Agreement does not provide for any deviation in this respect, the Depositary Receipts could be exchanged for the underlying corresponding Shares at the discretion of the Company.

6.5

Exchange of Depositary Receipts . Prior to the date Depositary Receipts are converted into Shares ( decertificering ), Participants will be notified of the possibility to exchange their Depositary Receipts for the underlying Shares by way of a notification letter. Upon receipt by the Depositary of the completed Exchange Notice authorizing the exchange and containing bank transfer instructions, Participants will acquire the aforementioned Shares in exchange for their Depositary Receipts.

Article 7 - Terms and Conditions of Options

7.1	Power to grant Options . Subject to Article 5, options may be granted to Employees, advisors, and members of the Supervisory Board by the Company, subject to the prior approval of the Supervisory Board.

7.2

Option Agreements . Each Option shall be evidenced by an Option Agreement, setting forth the terms and conditions pertaining to such Option. Option Agreements shall be available in each of the countries in which the Plan is operational and shall, together and concurrently with the Plan, govern the granting of Options in accordance with local legal and regulatory requirements.

Terms and Conditions of the InterXion Holding N.V. 2008 International Stock Option and Incentive Master Award Plan January 2008

7.3

Exercisability of Options . To the extent that an Option Agreement does not provide for any deviation in this respect, an Option shall become exercisable, in whole or in part, with respect to the specified portion of the Depositary Receipts covered by such Option according to the following vesting schedule:


Percentage of the Option:		will become exercisable on:
25%		the first (1 ^st ) anniversary of the Grant Date;

6.25%		the last day of each three month period following the first (1 ^st ) anniversary of the Grant Date and ending on the fourth (4 ^th ) anniversary of the Grant Date.

Deviations from this vesting schedule will only be made by the CEO, subject to the prior approval of the Supervisory Board, on a country-by-country basis or an individual basis if and provided that such deviation is in the interest of the Participant and/or the Company.

7.4	Term and expiration of Options . Except as otherwise specifically provided in an Option Agreement, the Option Period shall immediately expire upon the occurrence of any earliest of any of the following events:

(i)

the fifth (5 ^th ) anniversary of the Grant Date;

(ii)

termination of the Participant’s employment for Cause, for which a cancellation mechanism is set out in Article 7.9;

(iii)

the effective date of a transaction described in Article 8.2.

Terms and Conditions of the InterXion Holding N.V. 2008 International Stock Option and Incentive Master Award Plan January 2008

7.5	Exercise Price . Each Option Agreement shall state the Exercise Price for the Depositary Receipts to which the Option pertains.

7.6

Exercise . A Participant may exercise an Option by delivering notice to the Company in the form prescribed in the Option Agreement. A Participant exercising an Option shall wire the Purchase Price for the Depositary Receipts to the Company on a bank account designated by the Company, on the Exercise Date. A Participant’s exercise of an Option is subject to the satisfaction of the tax and social security withholding requirements imposed by the Company and/or any company within the Group pursuant to Article 11.

7.7

Non-transferability of Options . An Option granted to a Participant is strictly personal and shall, during the lifetime of the Participant, be exercisable only by the Participant and shall not be assignable nor transferable. In the event of the Participant’s death, an Option is transferable to the participant’s beneficiaries only by last will and testament or by the applicable laws of descent and distribution. Any attempted assignment or transfer shall be deemed to be null and void and the Options shall lapse with immediate effect.

7.8

Death of Participant / Total and Permanent Disability of Participant . Were a Participant to die whilst being an Employee or a member of the Supervisory Board or ceases to be an Employee or member of the Supervisory Board as a consequence of Total and Permanent Disability, any Option granted to the Participant whether or not exercisable at the date of the Participant’s death or at the date that the Participant’s employment status or membership of the Supervisory Board ceased, may be exercised at any time by the Participant’s beneficiaries in the case of death and by the Participant in the case of Total and Permanent Disability during the Exercise Period, unless otherwise determined in the Option Agreement.

7.9

Termination for Cause . Where a Participant ceases to be an Employee or member of the Supervisory Board for Cause, any Option, whether or not vested, granted to the Participant that has not been exercised will be immediately cancelled. Furthermore, where such Participant has actually exercised Options within the two (2) month period prior to the date notification is made by the Company or by the

Terms and Conditions of the InterXion Holding N.V. 2008 International Stock Option and Incentive Master Award Plan January 2008

relevant company within the Group of such cessation, he shall be required to repay to the Company an amount equal to the difference between (i) the payment received on selling the Depositary Receipts (acquired as a result of such exercise) at the Exercise Date; and (ii) the Purchase Price, unless the Supervisory Board, in its absolute discretion, decides otherwise. The amount of such repayment shall not be reduced to take into account any taxes paid by the Participant in respect of such exercised Option.

7.10	Other termination events . Should the Participant’s status as Employee or member of the Supervisory Board cease at any time for reasons other than for Cause, then:

7.10.1 Prior to a Listing. All the Participant’s Options that have vested at the date of such cessation will remain exercisable until the expiration date of the Option as set out in the relevant Option Agreement; or

7.10.2 After a Listing. All the Participant’s Options that have vested at the date of such cessation will remain exercisable for a period of 90 days following the date of such cessation or, if the Listing takes place after cessation, will remain exercisable for a period of 90 days following the date of such Listing.

All the Participant’s Options that have not vested as at the date of cessation of employment shall lapse with immediate affect as from the date the Participant’s status as Employee or member of the Supervisory Board ceases, unless the Supervisory Board, in its absolute discretion, decides otherwise. For the purposes of this Article 7.10, the Participant’s status as Employee or member of the Supervisory Board shall continue where the Participant retires or retires early or is on military leave, sick leave or other bona fide leave of absence.

7.11

Transfers within the Group . If a Participant, while continuing to be employed within the Group, is transferred or transfers to work in another country and the CEO is satisfied that the rights of the Participants under the Plan are adversely affected by such transfer, the CEO may permit the Participant to exercise his Options in the period commencing three (3) months before and ending three (3) months after the date of transfer. Upon the expiry of such period, any Option to the extent unexercised can no longer be exercised under this Article 7.11 and shall be exercisable at such other time as provided in the Option Agreement of the Participant. The decisions taken by the CEO in all cases falling within the provisions of this Article 7.11 shall be final and binding .

Terms and Conditions of the InterXion Holding N.V. 2008 International Stock Option and Incentive Master Award Plan January 2008

7.12

Rights as a holder of Depositary Receipts . A Participant shall have no rights as a holder of Depositary Receipts until the date such Depositary Receipts have been delivered to the Participant. No adjustment shall be made for dividends (ordinary or extraordinary or whether in currency, securities, or other property), distributions or other rights accruing prior to the date a Depositary Receipt is delivered to the Participant.

7.13

Rights as a holder of Shares . A Participant shall have no rights as a holder of Shares until the date the Depositary Receipts have been converted into Shares, or, in the event of an Option over Shares, until the date such Shares have been delivered to the Participant. No adjustment shall be made for dividends (ordinary or extra-ordinary or whether in currency, securities, or other property), distributions or other rights accruing prior to the date a Share is delivered to the Participant.

7.14

Other Provisions . An Option Agreement may, subject to prior approval from the Supervisory Board, contain such other provisions as are deemed desirable by the CEO provided these provisions are not inconsistent with the terms of the Plan, including but not limited to: (i) restrictions on the exercise of Options; (ii) restrictions on the disposal of Depositary Receipts subject to Options; (iii) restrictions on continued ownership of Depositary Receipts or Shares following the date of termination of employment, (iv) submission by the Participant of such forms and documents as the Company may reasonably require; and/or (v) procedures to facilitate the payment of the Exercise Price of an Option under any method allowable under Article 10 and the payment of withholding taxes in accordance with Article 11.

Terms and Conditions of the InterXion Holding N.V. 2008 International Stock Option and Incentive Master Award Plan January 2008

Article 8 - Corporate Reorganisation

8.1

Recapitalisation . Notwithstanding any other provision of the Plan, but subject to the Company’s Articles of Association, Supervisory Board approval, or required Company shareholder action and any applicable laws, the CEO may make any adjustments to the class and/or number of Depositary Receipts or Shares covered by the Plan, the number of Depositary Receipts or Shares for which each outstanding Option pertains, the Exercise Price of an Option and/or alter any other aspect of this Plan in order to prevent the dilution or appreciation of the rights of the Participant in connection with any increase or decrease in the number of issued Shares for which the Company has not received adequate consideration in exchange. With reference to the preceding sentence, such increase or decrease may ordinarily result from the payment of a Common Stock dividend, stock split, reverse stock split, re-capitalisation, combination, reclassification or other such event. Fractions of a Depositary Receipt or Shares shall not be issued but shall either be paid to the Participant in cash at Fair Market Value or shall be rounded down to the nearest Depositary Receipt or Share. In any event, the Exercise Price of any Option may not be decreased below the nominal value of the Depositary Receipt or Share.

8.2

Dissolution, liquidation, sale of assets, merger, split, change in control, share-for-share exchange . Subject to the Company’s Articles of Association, prior Supervisory Board approval, required Company shareholder action 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 CEO shall have the power to:

(i)

cancel each outstanding Option (whether or not then exercisable) with immediate effect prior to the occurrence of such event and in full consideration of the cancellation referred to in subsection (i) pay to the Participant for each Depositary Receipt or Share subject to such Option, an amount in cash equal to the excess of the value of the property (including cash) received by the holder of a Depositary Receipt or Share as a result of such event over the Exercise Price; or

(ii)

provide for the exchange of each Option outstanding immediately prior to such event (whether or not then exercisable) with an option with respect to some or all of the property for which Depositary Receipts or Shares are exchanged in such transaction and, as a result, make any necessary equitable

Terms and Conditions of the InterXion Holding N.V. 2008 International Stock Option and Incentive Master Award Plan January 2008

adjustment in the exercise price of the new option and/or the number of Depositary Receipts or Shares amount of property subject to the option or, as appropriate, provide for a cash payment to the Participant to whom such Option was granted in partial consideration for the exchange of the Option.

8.3	Determination by the CEO . All adjustments and/or payments described in this Article 8 shall be made by the CEO in its discretion, but are subject to the prior approval of the Supervisory Board. Such determination shall be conclusive and binding for all persons.

8.4	Limitation on rights of Participants . Except as expressly provided in this Article 8, no Participant shall be afforded any rights by reason of any capital or corporate reorganisation of the Group.

8.5	No limitation on the rights of the Company . The grant of an Option pursuant to the Plan shall not affect in any way the right or power of the Company to effect any capital or corporate reorganisation.

Article 9 - Amendment or Termination of the Plan

Subject to prior Supervisory Board approval, the CEO may revise, amend, suspend or terminate the Plan in whole or in part including, without limitation, the adoption of any amendment deemed necessary or desirable to qualify the Options under rules and regulations promulgated by a recognised stock exchange, to correct any inconsistency, defect or omission in the Plan or in any Option granted under the Plan.

Article 10 - Payment of the Purchase Price

10.1	Payment of the Purchase Price for any Depositary Receipts or Shares acquired pursuant to the Plan shall be made by bank transfer.

10.2	The CEO reserves the right to decide that any payments made under this Plan may be settled in euro of an amount equal to the amounts expressed in other currencies payable under the provisions of the Plan or any Option Agreement.

Terms and Conditions of the InterXion Holding N.V. 2008 International Stock Option and Incentive Master Award Plan January 2008

Article 11 - Tax and Social Security

11.1	Party responsible for payment . All applicable personal tax and social security levies in respect of the implementation of the Plan shall be borne by the Participant.

11.2

Withholding of equivalent tax amount . Whenever Options are to be issued and Depositary Receipts or Shares are disposed of the Company and/or a company within the Group may require the Participant to remit to the Company and/or a company within the Group an amount sufficient to satisfy all withholding tax requirements prior to the delivery of the Depositary Receipts or Shares.

11.3	Party bearing risk for legislative change . If any tax or social security legislation or regulations are amended in the future and any tax or social security levies become payable, the costs and risks arising out of such amendment shall be borne by the Participant.

Article 12 - Depositary

The Depositary will issue the Depositary Receipts under the conditions as laid down in the Terms of Deposit, as amended from time to time. The aggregate par value of the Shares, title to which is held by the Depositary, will correspond to the aggregate nominal value of the Depositary Receipts. The Terms of Deposit are available from the Depositary upon request in writing to the address of the Company.

Article 13 - Rights as an Employee

13.1	No employment agreement . The Plan does not form part of the employment agreement concluded between the Participant and the Company or a company within the Group, and shall not be construed to give any Participant the right to remain in the employ of the Company or a company within the Group.

13.2	Continuation of employment agreement . The grant of the Option cannot be considered a guarantee to the Participant that the employment agreement of the Participant with the Company or with any other company within the Group will continue.

Terms and Conditions of the InterXion Holding N.V. 2008 International Stock Option and Incentive Master Award Plan January 2008

13.3

Employment Benefits . 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 arrangement or for the purposes of determining any other claim for compensation the Participant may have against the Company or against any other company within the Group.

13.4

Termination of employment agreement . Where the employment agreement 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 agreement insofar as such compensation or damages arise or may arise from the Participant ceasing to have rights under, or ceasing to be entitled to exercise any Option under, this Plan as a result of such termination.

The Plan shall not at any time affect the rights of the Company or a company within the Group to terminate such Participant’s status as an Employee (whether for Cause or not).

13.5	Other plan participation . The grant of an Option shall not entitle or preclude the Participant from participating in the grant of an other Option or phantom stock option right under the Plan or participation in any other incentive plan operated by the Company or the Group.

Article 14 - Rights as a member of the Supervisory Board

The Plan shall not be construed to give any member of the Supervisory Board participating in the Plan the right to stay on as member of the Supervisory Board.

Terms and Conditions of the InterXion Holding N.V. 2008 International Stock Option and Incentive Master Award Plan January 2008

Article 15 - Notices

Any notice or communication to be provided under the Plan shall be deemed to have been delivered:

(i)

on the date of hand delivery to the parties’ addresses as specified in the Option Agreement or at such other delivery addresses which has been provided by the Company, which delivery is evidenced by a receipt signed by the receiving party; or

(ii)

on the date of expedition by registered mail to the parties’ addresses as specified in the Option Agreement or at such other mailing address which has been provided by the Company.

Article 16 - Conflict with Option Agreements

In case of a conflict between the provisions of an Option Agreement and this Plan, the provisions of the Option Agreement shall prevail. Any conflicting or inconsistent term of this Plan shall be interpreted and implemented by the CEO in a manner consistent with the Option Agreement.

Article 17 - Insider Trading

17.1

At the moment of Listing, an appendix to the Plan will be adopted that will have effect as of that moment. This appendix will provide rules with respect to insider trading in relation to the Plan. These rules could limit the possibility to grant Options, exercise Options, convert Depositary Receipts into Shares, dispose of Depositary Receipts or Shares and other possible transactions with securities.

17.2	The Group and the Participant will adhere to any applicable insider trading laws and regulations, the Company code on insider trading and the appendix to the Plan as mentioned in Article 17.1.

Article 18 - Governing Law and Jurisdiction

18.1	This Plan shall be governed by and shall be construed in accordance with the law of The Netherlands

Terms and Conditions of the InterXion Holding N.V. 2008 International Stock Option and Incentive Master Award Plan January 2008

18.2	The Company, companies within the Group 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 Amsterdam.

Terms and Conditions of the InterXion Holding N.V. 2008 International Stock Option and Incentive Master Award Plan January 2008

APPENDIX I

Outlining the Principal Features of the Plan



Nature of Shares	Options will be granted over Depositary Receipts over Shares, or, after a Listing, over Shares of the Company.

Share Capital available	The shareholders have agreed that a total of 31,932,874 Shares are currently available for use in the Plan.

Eligibility to Participate	To be eligible to participate, individuals must have an employment contract for an indefinite period with the Group on the Grant Date, be an advisor to the Company, or must be a member of the Supervisory Board.

Exercisability/Vesting	Unless provided for differently in the Option Agreement, the options will become exercisable according to the following vesting schedule:

	Proportion of the Option	vesting schedule
	25%	1 ^st anniversary of the Grant Date
	6.25%	the last day of each 3 month period following the 1 ^st anniversary of the Grant Date and ending on the 4 ^th anniversary of the Grant Date

Option Period	The Option Period will begin on the Grant Date and end on the fifth anniversary of the Grant Date.

Termination of employment	If the employment of a Participant with the Group is terminated, all unvested options will lapse immediately on the date of notification of termination of employment. Provided the employment is not terminated for cause, all vested options will remain exercisable until the Option expires in accordance with the terms of the relevant Option Agreement.

Deviations from the principal features	Only if this is for the benefit of the Participants and/or the Company in a certain country and where this does not result in higher costs for the Group, the CEO may (subject to prior approval from the Supervisory Board) decide to deviate from these principal features, which deviation will be included in the Option Agreements applicable for the Participants in such country.

Exhibit 4.2

TERMS AND CONDITIONS

of the

INTERXION HOLDING N.V.

2011 INTERNATIONAL STOCK OPTION AND

INCENTIVE MASTER AWARD PLAN

June 2011

I.	PREAMBLE

(A)

For the purposes of attracting and retaining certain Employees (as defined hereafter), Advisors (as defined hereafter) and Board Members (as defined hereafter) and in order to encourage and reward them for their contributions to the future performance of the Company (as defined hereafter) and its Group Companies (as defined hereafter), and for the purposes of aligning their interests with the interests of the Company’s shareholders, the Company wishes to operate this incentive scheme whereby certain stock options may be granted to Participants (as defined hereafter) from time to time under the terms and conditions of this Plan.

(B)	Participants to this Plan will not be entitled to any options for shares in the capital of the Company unless they have entered into an option agreement with the Company in accordance with the provisions of this Plan.

(C)

This Plan has been adopted by the Board (as defined below) on 31 May 2011 pursuant to a recommendation by the Compensation Committee (as defined below) and resolutions of the general meeting of shareholders dated 26 January 2011 as well as of the meeting of holders of Series A Preferred shares in the issued share capital of the Company dated 26 January 2011.

II.

GENERAL

1	Definitions

In the preamble and this Plan, the following definitions will apply unless explicitly expressed otherwise. Where the context so requires and admits, singular expressions shall include the plural and vice versa , and all references to the masculine gender shall include the feminine and vice versa . The headings in this Plan do not affect its interpretation.


Advisor:		any individual that enters into an agreement to advise, support or otherwise provide consultancy services to the Company or any one of the Group Companies

Annex I:		the annex attached to this Plan, which contains the general principal features of this Plan;

Annex II:		the annex attached to this Plan, which contains the Company’s insider trading policy at the date this Plan is handed to the Participant;

Board:		the board of directors of the Company (including the executive and non-executive directors) as constituted from time to time;

Board Member:		a member of the Board or of the board of directors of a Group Company

Cause:		in the context of termination of employment as an Employee, Advisor or as a member of the Board, (i) committing any felony under applicable criminal law, or (ii) a breach of any material fiduciary duty or act of dishonesty, fraudulent misrepresentation or moral turpitude which violation, breach or act has or may reasonably be expected to have a material detrimental impact on the business of the Company or any Group Company, or prevents or materially impairs or may reasonably be expected to prevent or materially impair the Participant’s effective performance of his duties for the Company or any Group Company;


CEO:		the Chief Executive Officer of the Company;

Common Stock:		ordinary shares in the capital of the Company with a nominal value of €0.10 (ten Eurocents) each, or other nominal value as specified in the Company’s Articles from time to time;

Company:		InterXion Holding N. V., a public company ( naamloze vennootschap ) incorporated under the laws of the Netherlands, currently having its registered seat at Amsterdam, the Netherlands, and its registered office at Tupolevlaan 24, 1119 NX Schiphol-Rijk, the Netherlands, or any successor corporation;

Company’s Articles:		the articles of association of the Company as amended from time to time;

Compensation Committee:		The committee as constituted from time to time by the Board that, among other duties, executes certain responsibilities of the Board relating to the review and approval of the Company’s stock option plans and grants;

Employee:		any individual who is employed by the Company or a Group Company including “at-will” employees;

Exercise Date:		the date on which the CEO, or any other recipient designated by the CEO, receives written notification from the relevant Participant that the Participant wishes to exercise all or part of his Options;

Exercise Period:		the period in which a Participant can exercise an Option, the beginning and end dates of such period being specified in the Participant’s Option Agreement;

Exercise Price:		the price per Share at which an Option may be exercised as indicated in each Option Agreement;

Fair Market Value:		the fair market value of a Share shall be equal to the closing price ( slotkoers ) of a Share on the date the fair market value is to be determined, which will be converted into Euros against the noon buying rate in effect on that same date;

Grant Date:		the date on which the Option is granted to the Participant as indicated in that Participant’s Option Agreement;


Group:		the Company together with companies in which the Company directly or indirectly owns at least fifty per cent. of the shares or other capital interest or which is controlled by the Company, a company that itself directly or indirectly owns at least fifty per cent. of the shares of the Company, or any other company as resolved by the Board;

Group Company:		a company which forms part of the Group;

Option:		any option that is granted to a Participant pursuant to this Plan to purchase and acquire one Share;

Option Agreement:		with respect to Options granted to a Participant, the signed written agreement between the Participant and the Company, setting forth the number of Options granted and the terms and conditions governing the Options;

Participant:		an Employee, an Advisor or a Board Member, to whom one or more Options have been granted under this Plan;

Plan:		this InterXion Holding N.V. 2011 international stock option plan, as adopted by the Compensation Committee pursuant to a decision of the general meeting of shareholders of the Company and approved by the holders of Series A Preferred shares, as amended from time to time;

Purchase Amount:		at any specified time, the Exercise Price pursuant to an Option to purchase one Share, multiplied by the number of Shares at any point acquired by a Participant pursuant to the relevant Option Agreement being exercised in accordance with the provisions specified therein;

Share:		one share of Common Stock;

Shareholder:		the holder of legal title to Common Stock;

Total and Permanent Disability:		the mental or physical disability, whether occupational or non-occupational in cause, which satisfies such definition in: (i) any insurance policy or plan provided to the Participant by the Company or by a Group Company; or alternatively (ii) the applicable national legislation (including relevant tax legislation, as stipulated in any Option Agreement) pertaining to persons with disability.

III.

AWARD AND EXERCISE OF THE OPTIONS

2	Terms and conditions

The Company wishes to grant Options to Participants subject to the terms and conditions set forth in this Plan and in the relevant Option Agreement to be entered into with each Participant.

3	Effective Date

This Plan was adopted by the Board on 31 May 2011 and is effective from that date.

4	Powers of and Interpretation by the CEO

4.1

Powers

On behalf of the Company and subject to approval of the Compensation Committee, the CEO shall have the right and the authority at his own discretion to:

4.1.1

insofar as it is required in order to ensure continued compliance with statutory and/or regulatory requirements prescribe, amend and rescind the rules and regulations of or relating to this Plan unless, with respect to any Options previously granted to a Participant and without obtaining such Participant’s consent, such action would adversely materially affect the rights or position of the relevant Participant;

4.1.2

construe and interpret this Plan, any relevant Option Agreement and any other agreement or document executed pursuant to this Plan;

4.1.3

authorise any person to execute, on behalf of the Company, any instrument required to effect the grant of any Options pursuant to this Plan;

4.1.4

make such determinations as are deemed necessary or desirable for the proper administration of this Plan; and

4.1.5

exercise any other powers and authority delegated to him by the Compensation Committee.

4.2

Interpretation

Subject to compliance with Article 4.1, the CEO’s interpretation and construction of any provision of this Plan, of any Option granted under this Plan or of any Option Agreement, shall be final and binding on all persons claiming an interest in any Option granted under this Plan. The CEO shall not be liable for any action or determination made in good faith with respect to this Plan.

5	Participation

5.1

Subject to applicable securities law, Employees, Advisors, and Board Members are eligible to become Participants of this Plan. The CEO will, from time to time, make one or more proposals to the Compensation Committee for the grant of Options to prospective Participants. No Options shall be granted without the approval of the Compensation Committee.

5.2

Options may be granted to Employees from the date on which their employment commences with the Company or a Group Company, to Advisors from the date on which their consultancy assignment with the Company or a Group Company commences, and to Board Members from the day their term as a Board member commences.

6	Shares subject to the Plan

6.1

The Options to be granted under this Plan shall be granted for Shares.

6.2

The total number of Shares in regard to which Options may be granted pursuant to this Plan is 5,273,371 Shares.

7	Terms and Conditions of Options

7.1

Power to grant Options

Subject to Article 5, Options may be granted to Employees, Advisors and Board Members by the CEO, with the prior approval of the Compensation Committee.

7.2

Option Agreements

Each Option shall be evidenced by an Option Agreement to be entered into between:

the relevant Employee and the Company, setting forth the terms and conditions pertaining to the Options granted. Such Option Agreements shall take into account the tax regime in the country in which the relevant Employee is employed by the Company or by a Group Company; or

the relevant Advisor or member of the Board or the board of a Group Company and the Company, setting forth the terms and conditions pertaining to the Options granted. Such Option Agreements shall take into account the tax regime in the country in which the relevant Advisor or Board Member reside,

and shall in both cases, together and concurrently with this Plan set out the rights and obligations pertaining to the Options subject to local legal and regulatory requirements.

7.3

Exercise of Options

Unless specified otherwise in each relevant Option Agreement, the Options shall be capable of being exercised in whole or in part in accordance with the following vesting schedule:


Percentage of the Option:		will become exercisable on:

25%		the first year anniversary of the Grant Date;

6.25%		the last day of each three month period following the first year anniversary of the Grant Date and ending on the fourth year anniversary of the Grant Date.

Deviations from the above vesting schedule are allowed to be made by the CEO only and will be subject to the prior approval of the Compensation Committee.

7.4

Term and expiration of Options

Unless provided otherwise in each relevant Option Agreement, the Options granted to a Participant shall immediately expire upon the occurrence of any of the following events:

7.4.1

the eighth year anniversary of the Grant Date;

7.4.2

termination of the Participant’s employment for Cause, in which event the provisions of Article 7.8 shall apply;

7.4.3

occurrence of any of the events set out in Article 8.2.

7.4.4

(as further detailed in article 7.9) all unvested options shall expire upon the Participant no longer being an Employee, Advisor, or Board Member.

The Company is under no obligation to notify the Participant about the fact that an Option has vested or that an Option will expire or has expired.

7.5

Exercise

A Participant may exercise his Options on the terms set out in the relevant Option Agreement by delivering an unconditional notice to the Company in accordance with the provisions of the Option Agreement. A Participant shall be entitled to exercise his Options subject to compliance with the tax and social security withholding requirements imposed by the Company and/or the relevant Group Company pursuant to Article 11. The Options are exercised on the first day the Shares are traded following receipt by the Company of the unconditional notification. If the Participant has requested the Company to sell the Shares, the Participant agrees that the Company will sell such Shares “at best price” for the risk and account of the Participant.

7.6

Non-transferability of Options

Each Option granted to a Participant is strictly personal and shall, during the lifetime of the Participant, be exercisable only by the Participant and shall not be assignable nor transferable. In the event of the Participant’s death, the Options held by a Participant shall be transferable to the Participant’s beneficiaries only by last will and testament or by the applicable laws of descent and distribution. Any other assignment or transfer shall be deemed to be null and void and Options allegedly so assigned or transferred shall lapse with immediate effect.

7.7

Death of Participant / Total and Permanent Disability of Participant

If a Participant, dies or ceases to be an Employee, Advisor or Board Member as a consequence of Total and Permanent Disability, any Option granted to such Participant which is vested at the day the Participant dies or ceases to be an Employee, Advisor or member of the Board and any Option granted to such Participant that would have vested during the twelve months following the day the Participant died or ceased to be an Employee, Advisor or Board Member, may be exercised at any time thereafter during the eighteen months following the day the Participant died or ceased to be an Employee, Advisor or Board Member by the Participant’s beneficiaries or the Participant respectively, unless the Option Agreement provides otherwise.

7.8

Termination for Cause

If a Participant ceases to be an Employee, Advisor or Board Member for Cause, all Options held by him whether vested or non-vested, exercised or not, will be immediately cancelled. If such Participant has exercised (part of) his Options within two months prior to the date on which the notice of termination was made by the Company or the relevant Group Company, the relevant Participant shall be required to repay to the Company an amount equal to the difference between: (i) the amount received upon selling the Shares (which were acquired by exercising the relevant Options); and (ii) the Purchase Amount initially paid upon exercising the Options, unless the Compensation Committee, in its absolute discretion, decides otherwise. The amount so to be repaid shall not be reduced by any taxes or social security charges due by the Participant in respect of the Options that are exercised.

7.9

Other termination events

7.9.1

If the Participant ceases to be an Employee, Advisor or Board Member respectively for reasons other than Cause, all Options of a Participant that have vested on or prior to the date of termination can be exercised for a period of ninety days following the date of termination.

7.9.2

All Options of Participants that have not vested on or prior to the date of termination shall lapse on the date on which the Participant ceases to be an Employee, Advisor or Board Member, unless decided otherwise by the Compensation Committee. For the purposes of this Article 7.9, a Participant shall continue to be considered an Employee, Advisor or Board Member if he is on military leave, sick leave or other bona fide leave of absence.

7.10

Rights as a holder of Shares

A Participant shall have no rights as a holder of Shares until the date on which such Shares shall have been issued to the Participant. No adjustments and exceptions shall be made in connection with dividends (ordinary or extra-ordinary or whether in currency, securities, or other property), distributions or other rights accruing to holders of Shares prior to the date on which the relevant Shares have been acquired by the relevant Participant.

7.11

Other Provisions

Each Option Agreement shall contain such other provisions as are deemed desirable by the CEO provided that any provisions which deviate from this Plan shall require the prior approval of the Compensation Committee, including but not limited to:

7.11.1

restrictions on the exercise of Options;

7.11.2

restrictions on continued ownership of Shares following termination of employment;

7.11.3

submission by the Participant of such forms and documents as the Company may reasonably require; and/or

7.11.4

procedures to facilitate payment of the Purchase Amount under any method permitted pursuant to Article 10 and the payment of withholding taxes and social security charges in accordance with Article 11.

8	Corporate Reorganisation

8.1

Recapitalisation

Notwithstanding any other provision of this Plan but subject to the prior written approval of the Compensation Committee and any other shareholder approval required pursuant to the Company’s Articles, agreements binding on the Company and applicable legislation, the CEO shall be allowed (but for the avoidance of doubt not obliged) to make adjustments to the class and number of Shares to which this Plan applies, to the number of Shares to which each Option may entitle a Participant, to the Exercise Price of Options and/or any other aspect of this Plan in each case to prevent dilution or appreciation of the rights of Participants in connection with any increase or reduction of Shares which were issued without the Company receiving adequate consideration in exchange, such as (but not limited to) the payment of a Common Stock dividend, a stock split, a reverse stock split, a re-capitalisation, a combination, or reclassification or any other similar event. Upon any such adjustments being made, fractions of a Share shall not be issued but shall either be paid to the Participant in cash at Fair Market Value or shall be rounded down or up to the nearest Share. In any event, the Exercise Price shall not be reduced below the nominal value of Shares but may be decreased or increased in proportion to any adjustment made as aforesaid.

8.2

Dissolution, liquidation, sale of assets, merger, split change in control, share-for-share exchange

Notwithstanding any other provision of this Plan (but subject to the prior written approval of the Compensation Committee and any other approval required pursuant to the Company’s Articles, agreements binding on the Company and applicable legislation) upon the Company’s dissolution, liquidation, sale of all or substantially all of its assets, merger, split, consolidation, the occurrence of a similar event relating to the Company or in the event of a change of control or share-for-share exchange, the CEO shall have the power to:

8.2.1

cancel each outstanding Option (whether vested or not vested) immediately prior to such event. If the consideration is higher than the Exercise Price, this will be done against payment of an amount in cash for each cancelled Option equal to the difference between the value of the consideration (including cash) received by holders of Shares in connection with such event and the Exercise Price to be paid by such holders; or

8.2.2

exchange each outstanding Option (vested or not vested) immediately prior to such event by an alternative option entitling the holder thereof to the consideration against which Shares are exchanged in connection with such event and, as a result, make any necessary equitable adjustment in the exercise price of the new option and/or the number of Shares to which the alternative option will entitle the holders thereof or, as appropriate, provide for a cash payment to the Participant to whom such Option was granted in partial consideration for the exchange of the Option.

8.3

Limitation on rights of Participants

Except as expressly provided in this Article 8, no Participant shall be afforded any rights whatsoever by reason of any capital or corporate reorganisation of the Group.

8.4

No limitation on the rights of the Company

The grant of one or more Options pursuant to this Plan shall not in any way affect the rights or power of the Company to effect any capital or corporate reorganisation.

9	Amendment or Termination of this Plan

Subject to the prior approval of the Compensation Committee and any other shareholder approval or approval from another corporate body or other requirement pursuant to the Company’s Articles, agreements binding on the Company and applicable legislation, the CEO may revise, amend, suspend or terminate this Plan in whole or in part including, without limitation, the adoption of any amendment deemed necessary or desirable to have the Options comply with and be aligned to the rules and regulations imposed on the Company by a recognised stock exchange and to correct any inconsistency, defect or omission in the Plan or in any Option granted pursuant to this Plan.

10	Payment of the Purchase Amount

10.1

All cash payments due for Shares acquired pursuant to this Plan shall be made by bank transfer and shall be made in Euros, net of any transfer fees.

11	Tax, Social Security and other fees

11.1

Party responsible for payment

All applicable personal tax and social security levies due in respect of this Plan, as well as legal and professional fees incurred by the Company or the Participant upon and in relation to the exercise of an Option, shall be borne by the Participant.

11.2

Withholding of equivalent tax amount

Upon Options being granted or exercised and/or Shares being issued or sold to a third party, the Company and/or the relevant Group Company may require the Participant (prior to the Options being granted and/or Shares being issued or sold) to remit to the Company and/or the Group Company an amount sufficient to satisfy all withholding tax and social security changes due in connection with such grant or exercise of Options and/or issuance and sale of Shares.

11.3

Party bearing risk for legislative change

If further tax and/or social security levies become payable after the Options have been granted as a result of changes in tax and/or social security legislation, the costs and risks arising out of such changes shall be borne by each relevant Participant.

12	Rights as an Employee

12.1

No employment agreement

This Plan does not form part of the employment agreement entered into with each of the Participants and the Company or the relevant Group Company and does not entitle the relevant Participants in any way to become or remain employed by the Company or such relevant Group Company.

12.2

Continuation of employment agreement

The Options granted do not in any way entitle the relevant Participants to become or remain employed by the Company or the relevant Group Company.

12.3

Employment Benefits

The rights accruing to the Participants pursuant to this Plan shall not be taken into account for the purpose of determining the Participant’s contribution or entitlement to benefits under any pension arrangement or for the purpose of determining any compensation that may be due to a Participant upon termination of his employment or otherwise.

12.4

Termination of employment agreement

12.4.1

Upon termination of employment, the Participant shall not be entitled to any compensation or damages including damages in connection with 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 exercise any Option under, this Plan as a result of such termination.

12.4.2

This Plan shall not at any time affect the rights of the Company or a relevant Group Company to terminate such Participant’s status as an Employee (whether for Cause or not).

12.5

Other plan participation

Options already granted pursuant to this Plan shall not entitle or preclude the Participant from being granted further Options pursuant to this Plan or from participating in any other incentive plan operated by the Company or the Group.

13	Rights as an Advisor or a Board Member

This Plan shall not be construed to give any Advisor or Board Member participating pursuant to this Plan the right to continue to be an Advisor or a Board Member respectively.

14	Notices

Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Plan and each relevant Option Agreement must be in writing, in English and will be deemed to have been delivered:

14.1.1

upon receipt, when delivered personally;

14.1.2

upon receipt, when sent by facsimile, provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party; or

14.1.3

five business days after deposit with an internationally recognised delivery service, in each case properly addressed to the party to receive the same at the addresses and facsimile numbers set out in each relevant Option Agreement or such other addresses as communicated in the manner set out above to the other party from time to time.

15	Conflict with Option Agreements

16	Insider Trading

16.1

The rules adopted by the Company with respect to insider trading may limit the possibility to grant Options, exercise Options, dispose of Shares and other possible transactions with securities. The rules, which may be amended from time to time, as they apply on the date this Plan is handed to you, are set out in Annex II to this Plan. Prior to any exercise of Options or (consequent) sale of Shares you must ensure that you have reviewed the rules as they apply at that time.

16.2

The Group and the Participant will comply with applicable insider trading laws and regulations as may apply from time to time and the rules referred to Article 16.1.

17	Governing Law and Jurisdiction

17.1

This Plan shall be governed by and shall be construed in accordance with the law of the Netherlands.

17.2

The Company, Group Companies and the Participants irrevocably submit, in respect of any suit, action or proceeding related to the interpretation or enforcement of this Plan, to the exclusive jurisdiction of the courts of Amsterdam.

ANNEX I

Outlining the Principal Features of this Plan


Nature of Shares	Options will be granted over Shares of the Company.

Share Capital available	Pursuant to a decision from the general meeting of shareholders, 5,273,371 Shares are available for use in this Plan.

Eligibility to Participate	To be eligible to participate, individuals must be employed with a Group Company on the Grant Date, be an advisor to the Company or a Group Company or must be a member of the Board or the board of a Group Company.

Exercisability /Vesting	Unless otherwise provided in the Option Agreement, the Options can be exercised as follows:
	Proportion of the Option	vesting schedule
	25%	First year anniversary of the Grant Date

	6.25%	The last day of each three month period following the first year anniversary of the Grant Date and ending on the fourth year anniversary of the Grant Date

Term of the Options	The Options will expire on the eighth year anniversary of the Grant Date.

Termination of employment	If the Participant ceases to be an Employee, Advisor or Board Member, all unvested options will lapse immediately on the date of notification of termination of employment. Provided the relationship with the Participant is not terminated for Cause, all vested Options will remain exercisable for 90 days after termination.

Deviations from the principal features	Only if this is for the benefit of the Participants and/or the Company in a certain country and where this does not result in higher costs for the Group, the CEO may (subject to the prior approval of the Compensation Committee) deviate from the above principal features, in which case any such alternative arrangement will be included in the relevant Option Agreement to be entered into with the relevant Participant.

ANNEX II

Insider Trading Rules

Exhibit 5

Linklaters LLP

World Trade Centre Amsterdam

Zuidplein 180

1077 XV Amsterdam

Telephone (31 20) 799 6200

Facsimile (31 20) 799 6300

InterXion Holding N.V.

Tupolevlaan 24

1119 NX Schiphol-Rijk

The Netherlands


				23 June 2011

Dear Sirs

InterXion Holding N.V. (the “Company”) – SEC registration of ordinary shares, with a nominal value of €0.10 each, in the capital of the Company (“Ordinary Shares”)

We have acted as Dutch legal advisers to the Company in connection with the filing by the Company under the Securities Act of 1933, as amended, (the “ Act ”) of a registration statement on Form S-8 dated 23 June 2011 (the “ Registration Statement ”) with the United States Securities and Exchange Commission (the “ SEC ”). The Registration Statement relates to the registration (the “ Registration ”) by the Company with the SEC of up to 8,402,504 Ordinary Shares (the “ Shares ”) to be newly issued by the Company upon the exercise of rights to subscribe for Ordinary Shares (the “ Options ”) granted (i), for an aggregate of 3,129,133 Ordinary Shares, under the InterXion Holding N.V. 2008 International Stock Option and Incentive Master Award Plan dated January 2008, as amended on 27 January 2011, (as so amended, the “ 2008 Plan ”) and (ii), for an aggregate of 5,273,371 Ordinary Shares, the InterXion Holding N.V. 2011 International Stock Option and Incentive Master Award Plan dated June 2011 (the “ 2011 Plan , and together with the 2008 Plan, the “ Plans ” and each a “ Plan ”).

This opinion is limited to Dutch law as applied by the Dutch courts and published in print and in effect on the date of this opinion, excluding tax law, the laws of the European Union (insofar as not implemented or incorporated in Dutch law), market abuse and competition and procurement laws. This opinion is given on the basis that we undertake no responsibility to notify any addressee of this opinion of any change in Dutch law after the date of this opinion. It is given on the basis that it and all matters relating to it will be governed by and construed in accordance with Dutch law and that any action relating to it can only be brought before a Dutch court. In this opinion, Dutch legal concepts are expressed in English terms and not in their original Dutch terms. The Dutch concepts concerned may not be identical to the concepts described by the English terms as they may exist or be interpreted under the laws of jurisdictions other than the Netherlands.

Linklaters LLP is a limited liability partnership registered in England and Wales with registered number OC326345. It is a law firm regulated by the Solicitors Regulation Authority. The term partner in relation to Linklaters LLP is used to refer to a member of Linklaters LLP or an employee or consultant of Linklaters LLP or any of its affiliated firms or entities with equivalent standing and qualifications. A list of the names of the members of Linklaters LLP together with a list of those non-members who are designated as partners and their professional qualifications is open to inspection at its registered office, One Silk Street, London EC2Y 8HQ, England or on www.linklaters.com and such persons are either solicitors, registered foreign lawyers or European lawyers. Linklaters LLP is also registered with the Dutch Trade Register of the Chambers of Commerce under number 34367130.

Please refer to www.linklaters.com/regulation for important information on our regulatory position.

For the purpose of this opinion we have only examined, and relied upon and assumed the accuracy of the factual statements and compliance with the undertakings included in, the documents listed and referred to and, where appropriate, defined in the Schedule to this letter. Our examination has been limited to the text of the documents. In addition we have obtained the following confirmations given by telephone or otherwise on the date of this opinion:

3.1

Confirmation from the Chamber of Commerce that the Trade Register Extract is up to date in all respects material for this opinion.

3.2

Confirmation from the insolvency office ( afdeling insolventie ) of the competent court in Amsterdam and the central insolvency register ( centraal insolventieregister ) that the Company is not registered as having been declared bankrupt ( failliet verklaard ) or granted suspension of payments ( surseance verleend ).

4	We have assumed the following:

4.1

All copy documents conform to the originals and all originals are genuine and complete.

4.2

Each signature is the genuine signature of the individual concerned.

4.3

All documents were at their date, and have through the date hereof remained, accurate, complete and in full force and effect without modification, and have been or will have been executed in the same form as examined by us for the purposes of this opinion. All confirmations referred to in paragraph 3 are true.

4.4

The Company has not (i) had its assets placed under administration ( onder bewind gesteld ), (ii) been dissolved ( ontbonden ), merged ( gefuseerd ) or split up ( gesplitst ), or (iii) been subjected to any one of the insolvency and winding-up proceedings listed in Annex A or Annex B to the Council Regulation EC No. 1346/2000 of 29 May 2000 on Insolvency Proceedings (together “ Insolvency Proceedings ”, including, inter alia , bankruptcy ( faillissement )).

4.5

All minutes referred to in the Schedule are a true record of proceedings in duly convened, constituted and quorate meetings described therein and the resolutions set out in those minutes and all written resolutions referred to in the Schedule (i) have been, and at the time when Options were granted on the basis thereof were, validly passed with due observance of the provisions of Dutch law and the Company’s articles of association as in force at the time, (ii) comply with the requirements of reasonableness and fairness ( redelijkheid en billijkheid ) under Dutch law and (iii) have not been and will not be amended, nullified, revoked, or declared null and void and any conditions and limitations contained therein have been or will have been complied with.

4.6

All resolutions required for the grant of Options under the 2011 Plan and the exclusion of any pre-emptive rights relating thereto will (i) have been duly adopted and validly passed, (ii) comply with the requirements of reasonableness and fairness ( redelijkheid en billijkheid ) under Dutch law and (iii) have not been and will not be amended, nullified, revoked, or declared null and void and any conditions and limitations contained therein have been or will have been complied with.

4.7

At each time Options are granted under the 2011 Plan and/or Shares are issued upon exercise of Options, the Company's authorised share capital will be sufficient to allow for the grant or issue of the relevant Options or Shares, respectively. The information in the Shareholders Register is complete, correct and up to date.

4.8

The Options and the Options Agreements (i) have been or will have been validly authorised, entered into and duly performed by, each party thereto, (ii) have been or will have been granted and accepted in accordance with the relevant Plan and (iii) are or will be valid, binding and enforceable on each party (including the Company) under the law to which they are expressed to be subject (in relation to the Company only: where that is not Dutch law), and under any other applicable law than Dutch law.

4.9

When issued, the Shares have been or will have been validly accepted by the Option holders exercising their Option, issued and subscribed ( genomen ) and paid for in accordance with the relevant Option Agreement, the relevant Plan, the articles of association of the Company in force at the time of issue and the relevant Deed of Issue and applicable market abuse and securities laws.

4.10

All Shares to be delivered pursuant to the exercise of Options are newly issued Shares and no new Options will be granted under the 2008 Plan.

5	In our opinion, the Shares will have been duly authorised and, when issued pursuant to a validly executed Deed of Issue, will have been validly issued, fully paid and non-assessable.

6	This opinion is subject to any matters not disclosed to us and to the following qualifications:

6.1

The term “ non-assessable ” has no equivalent legal term under Dutch law and for the purpose of this opinion, “non-assessable” means that a holder of a Share will not by reason of merely being such a holder, be subject to assessment or calls by the Company or its creditors for further payment on such Share.

6.2

This opinion is limited by, and therefore we do not express any opinion or statement as to the consequences of, any Insolvency Proceeding, insolvency, liquidation ( ontbinding en vereffening ), reorganisation, fraudulent conveyance ( Actio Pauliana ) and other laws relating to or affecting the rights of creditors.

6.3

The Trade Register Extract and the confirmations referred to in paragraph 3 do not provide conclusive evidence that the information set out in the Trade Register Extract is correct or that the Company has not become the subject of an Insolvency Proceeding.

6.4

We do not express any opinion as to facts.

This opinion is an exhibit to the Registration Statement and may be relied upon in connection with the Registration. We hereby consent to the filing of this opinion with the SEC as Exhibit 5 to the Registration Statement. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the SEC.

Yours faithfully

/s/ Linklaters LLP

Linklaters LLP

Schedule

1	A faxed copy of an extract from the trade register obtained from the chamber of commerce for Amsterdam (the “ Chamber of Commerce ”) regarding the Company dated 23 June 2011 (the “ Trade Register Extract ”).

A faxed copy of a notarial copy of the Company’s deed of incorporation dated 6 April 1998, of its deed of conversion from a private company with limited liability to a limited liability company dated 11 January 2000, and of its articles of association as most recently amended on 28 January 2011, all as obtained from and according to the Chamber of Commerce.

3	A print-out of an electronic copy of a draft form of private deed of issue relating to the issue of Shares (reference number A13630600) by the Company pursuant to a valid exercise of one or more Options under the Plans (the “ Deed of Issue ”).

A print-out of electronic copies of the minutes of general meetings of holders of preferred shares in the capital of the Company and of general meetings of shareholders of the Company held on 28 July 2008, 7 January 2011 and26 January 2011, referring to resolutions adopted by such general meetings in such meetings; of the written resolution of the supervisory board of the Company dated 27 January 2011; of the minutes of meetings of the supervisory board of the Company held on 28 July 2008 and 18 May 2009 referring to resolutions adopted by the Company’s supervisory board in such meetings; of the minutes of the meeting of the management board of the Company held on 25 March 2011, referring to resolutions adopted by the Company’s management board in such meeting; of the written resolutions of the management board of the Company dated 27 January 2011 and 28 January 2011; of a resolution of the management board of the Company adopted outside a meeting by means of emails dated 30/31 May 2011; and of the minutes of a meeting of the compensation committee of the management board of the Company held on 11 May 2011 in the form of an email from Mr. John Baker in his capacity as chairman of said compensation committee, referring to resolutions adopted by the compensation committee in such meeting.

5	A photocopy of the Company’s shareholders register as most recently amended on 18 April 2011 (the “ Shareholders Register ”).

6	A print-out of an electronic copy of each of the Plans.

7	A print-out of an electronic copy of a form of option agreement for participants in the Netherlands for the 2008 Plan and for the 2011 Plan (together, the “ Option Agreements ”).

8	A print-out of an electronic copy of the Registration Statement.

References in this opinion to the “ documents ” are to any and all documents mentioned or referred to in this Schedule and includes the Shares, unless the context requires otherwise.

Exhibit 23.1

LOGO

To: The Board of Directors Interxion Holding N.V.

INDEPENDENT AUDITOR’S REPORT

We consent to the use of our report dated 27 April 2011 with respect to the consolidated balance sheets of Interxion Holding N.V. and subsidiaries as of December 31, 2010, 2009 and 2008, and the related consolidated income statements, consolidated statements of comprehensive income, consolidated statements of changes in shareholders’ equity and consolidated statements of cash flows for each of the years in the three-year period ended December 31, 2010, incorporated by reference herein.

23 June 2011, Amstelveen, the Netherlands

/s/ KPMG ACCOUNTANTS N.V.