S-8

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)

Incentive or New Hire Options Granted to Senior and Executive Management under the ASML Stock
Option Plan (Version October 2007)

ASML Performance Stock Option Plan for Senior and Executive Management (version 1)

ASML Performance Share Plan for Senior and Executive Management (version 1)

Incentive or New Hire Options Granted to Employees under the ASML Stock Option Plan (Version
October 2007)

ASML Incentive Stock Option Plan for Employees (version 1)

ASML Incentive Share Plan for Employees (version 1)

ASML Restricted Stock Plan (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

     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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ Accelerated filer o  Non-accelerated filer o
(Do not check if a smaller reporting company) Smaller reporting company o

CALCULATION OF REGISTRATION FEE

Title of Each Class of			Proposed Maximum
Securities to be	Amount to be		Offering Price per Share		Proposed Maximum		Amount of Registration
Registered	Registered (1)		(2)		Aggregate Offering Price		Fee
Ordinary shares, nominal value EUR 0.09 per share		426,615		$23.53	$	10,038,250.95		$394.50
Total								$394.50

(1)

This Registration Statement shall also cover any additional ordinary shares of ASML Holding N.V. which become issuable under (i) the Incentive or New Hire Options Granted to Senior and Executive Management under the ASML Stock Option Plan (Version October 2007), (ii) the ASML Performance Stock Option Plan for Senior and Executive Management (version 1), (iii) the ASML Performance Share Plan for Senior and Executive Management (version 1), (iv) the Incentive or New Hire Options Granted to Employees under the ASML Stock Option Plan (Version October 2007), (v) the ASML Incentive Stock Option Plan for Employees (version 1), (vi) the ASML Incentive Share Plan for Employees (version 1), and (vii) the ASML Restricted Stock Plan (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 0.09 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.
SIGNATURES
	Exhibit Index
EXHIBIT 4.3
EXHIBIT 4.4
EXHIBIT 4.5
EXHIBIT 4.6
EXHIBIT 4.7
EXHIBIT 4.8
EXHIBIT 4.9
EXHIBIT 5.1
EXHIBIT 23.1

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, 2007;

(b) the Registrant’s Report of a Foreign Private Issuer on Form 6-K furnished to the Commission on April 16, 2008;

(c) the Registrant’s Report of a Foreign Private Issuer on Form 6-K furnished to the Commission on July 16, 2008;

(d) the description of the Ordinary Shares, contained in the Registrant’s Report of a Foreign Private Issuer on Form 6-K filed with the Commission on November 2, 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.

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. 11 to the Registrant’s Registration Statement on Form 8-A filed with the Commission on November 2, 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 for Incentive or New Hire Options Granted to Senior and Executive Management under the ASML Stock Option Plan (Version October 2007)*
4.4	Terms and Conditions of the ASML Performance Stock Option Plan for Senior and Executive Management (version 1)*
4.5	Terms and Conditions of the ASML Performance Share Plan for Senior and Executive Management (version 1)*

Exhibit No.	Description
4.6	Terms and Conditions for Incentive or New Hire Options Granted to Employees under the ASML Stock Option Plan (Version October 2007)*
4.7	Terms and Conditions of the ASML Incentive Stock Option Plan for Employees (version 1)*
4.8	Terms and Conditions of the ASML Incentive Share Plan for Employees (version 1)*
4.9	Terms and Conditions of the ASML Restricted Stock Plan (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;
(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.

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 29^th day of August 2008.

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 29^th day of August 2008.

/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) 

/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 

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 

Exhibit Index

4.1	English Translation of the Articles of Association of the Registrant (incorporated by reference to Exhibit 1.1 to Amendment No. 11 to the Registrant’s Registration Statement on Form 8-A filed with the Commission on November 2, 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 for Incentive or New Hire Options Granted to Senior and Executive Management under the ASML Stock Option Plan (Version October 2007)*
4.4	Terms and Conditions of the ASML Performance Stock Option Plan for Senior and Executive Management (version 1)*
4.5	Terms and Conditions of the ASML Performance Share Plan for Senior and Executive Management (version 1)*
4.6	Terms and Conditions for Incentive or New Hire Options Granted to Employees under the ASML Stock Option Plan (Version October 2007)*
4.7	Terms and Conditions of the ASML Incentive Stock Option Plan for Employees (version 1)*
4.8	Terms and Conditions of the ASML Incentive Share Plan for Employees (version 1)*
4.9	Terms and Conditions of the ASML Restricted Stock Plan (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

EX-4.3

Exhibit 4.3

Terms and Conditions

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

044 070309 JHak TC

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)
044 070309 — 8 JHak

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 19th, 2007;
Embargo Period	:	the period from October 19th, 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 GRANTED TO SENIOR AND EXECUTIVE MANAGEMENT	3 of 10
UNDER THE ASML STOCK OPTION PLAN — (Version October 2007)
044 070309 — 8 JHak

		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 GRANTED TO SENIOR AND EXECUTIVE MANAGEMENT	4 of 10
UNDER THE ASML STOCK OPTION PLAN — (Version October 2007)
044 070309 — 8 JHak

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 SENIOR AND EXECUTIVE MANAGEMENT	5 of 10
UNDER THE ASML STOCK OPTION PLAN — (Version October 2007)
044 070309 — 8 JHak

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 18th, 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	6 of 10
UNDER THE ASML STOCK OPTION PLAN — (Version October 2007)
044 070309 — 8 JHak

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	7 of 10
UNDER THE ASML STOCK OPTION PLAN — (Version October 2007)
044 070309 — 8 JHak

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	8 of 10
UNDER THE ASML STOCK OPTION PLAN — (Version October 2007)
044 070309 — 8 JHak

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	9 of 10
UNDER THE ASML STOCK OPTION PLAN — (Version October 2007)
044 070309 — 8 JHak

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	10 of 10
UNDER THE ASML STOCK OPTION PLAN — (Version October 2007)
044 070309 — 8 JHak

EX-4.4

Exhibit 4.4

Terms and Conditions of the
ASML Performance Stock Option Plan
For Senior and Executive Management
(version 1)

ASML Performance Stock Option Plan for Senior and Executive Management

Contents

Related documents		2
Article 1	Definitions	3
Article 2	Interpretation	5
Article 3	Scope and Object	6
Article 4	Grant of Options	6
Article 5	Option Period	7
Article 6	Exercise Price	7
Article 7	Non-transferability of the Option	7
Article 8	Exercise of Options	7
Article 9	Conditions	8
Article 10	Termination of employment	9
Article 11	Variation of capital	10
Article 12	Tax, social security and costs	10
Article 13	Prevention of Insider Trading	11
Article 14	Notices	11
Article 15	Governing Law and Disputes	12
Article 16	Amendments	12

Related documents

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 Employee will be provided with a hard copy of this document.

044 070922 JHak ASML Incentive Stock Option Plan for Senior and Executive Management — version 1 2 of 12

ASML Performance Stock Option Plan for Senior and Executive Management

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:

Adoption Date	the date on which this Plan is adopted by the Board of Management;
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;
Choice Form	the form used by Employee on which he indicates whether he wishes to participate in the Performance Stock Option Plan for Senior and Executive Management and/or Performance Share Plan for Senior and Executive Management, which form is submitted to the Company duly signed before the Date of Award.
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 Vesting	the notification in respect of the number of Options that becomes exercisable per the Vesting Date, at the end of the Embargo Period;
Date of Grant	the date on which an Option is granted 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 an Option cannot be exercised;
Employee	a natural person who is employed by the Company in job grades 92 through 95 on the Date of Grant and who is on her or a Group Company’s payroll on that date;
Employer	the Company or Group Company which employs Employee on the Date of Grant;

044 070922 JHak ASML Incentive Stock Option Plan for Senior and Executive Management — version 1 3 of 12

ASML Performance Stock Option Plan for Senior and Executive Management

Exercise Period	the period following the Embargo Period in which an 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;
Group Company	an affiliated company of the Company, which 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 for 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 Global Select Market, while Options granted to all other Participants will give the right to acquire Shares quoted on the NYSE Euronext;
Option Agreement	the signed written agreement, including all annexes thereto, if any, between the Participant and the Company, setting forth the terms and conditions of the Options in accordance with Article 4;
Option Period	the period in which the Option remains valid beginning at the Date of Grant and ending per the Expiration Date as specified in the Option Agreement in accordance with Article 5.1;
Option Rules	the ASML Stock Option Plan (version 2) including any modifications subsequently introduced therein, on which this Plan is based;
Participant	an Employee of the Company or of any Group Company to whom an Option has been granted under the terms and conditions of this Plan or the heirs of such Employee;

044 070922 JHak ASML Incentive Stock Option Plan for Senior and Executive Management — version 1 4 of 12

ASML Performance Stock Option Plan for Senior and Executive Management

Performance Conditions	the performance conditions attached to the grant of an Option as set out in the annex to the Option Agreement;
Performance Period	the period, as stipulated in the Option Agreement, comprising one (1) calendar year, being the calendar year following the year in which the Date of Grant falls, over which period the fulfilment of the Performance Condition is measured in accordance with Article 9;
Plan	the terms and conditions of the ASML Performance Stock Option Plan for Senior and Executive Management including the Option Agreement and the Confirmation Letter of Vesting in its present form or as amended from time to time in accordance with the provisions hereof;
Scheme Audit	objective determination of the fulfilment of any conditions under this Plan, by the Company’s auditor or an expert acting independently as appointed by the Board of Management;
Share	an ordinary share in the capital of the Company, having a nominal value of EUR 0.09 (nine eurocents) or any other nominal value such Share may have in the future;
Stock Exchange	the stock exchange of NYSE Euronext at Amsterdam, The Netherlands, or the NASDAQ Global Select 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;
Termination for 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 or have the meaning as defined in any other jurisdiction to which a Participant may be subject;
Vesting	Options become exercisable, and
Vesting Date	the date upon which the Options underlying the grant become exercisable.

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;

044 070922 JHak ASML Incentive Stock Option Plan for Senior and Executive Management — version 1 5 of 12

ASML Performance Stock Option Plan for Senior and Executive Management

(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 Board of Management as a reference to other applicable laws or regulations of any other country (or region of a country), unless mentioned otherwise; and
(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 forms 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.

Article 4 Grant of Options

4.1	A grant of Options can be made quarterly two days after the date of publication of the Company’s financial results, 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 or associated Choice Form 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 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 Choice Form before the Date of Grant or the Option Agreement to the Company within one (1) calendar month following the date on which the Option Agreement has been signed by the Company as stated in the Option Agreement. Option Agreements or Choice Forms 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.

044 070922 JHak ASML Incentive Stock Option Plan for Senior and Executive Management — version 1 6 of 12

ASML Performance Stock Option Plan for Senior and Executive Management

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 an Option made for his benefit.

Article 5 Option Period

5.1	The Option Period shall be a period of ten (10) years commencing on the Date of Grant as specified in the Option Agreement.
5.2	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	Options that have not been exercised 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, the Option Period may be extended under the circumstances as referred to in Article 9.5 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 a Share on the NYSE Euronext Stock Exchange, Amsterdam, The Netherlands 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 published 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 Options

8.1	Notwithstanding the provisions of Article 10, Options are exercisable at any time during the Exercise Period, provided that the Participant is employed by the Company or any Group Company on the last day of the Embargo Period.
8.2	Options may be exercised only in accordance with established ASML procedures existing at the time of exercise.

044 070922 JHak ASML Incentive Stock Option Plan for Senior and Executive Management — version 1 7 of 12

ASML Performance Stock Option Plan for Senior and Executive Management

8.3	When exercising Options the Participant must comply with the ASML Insider Trading Rules, as in force at the time of exercise.
8.4	Options may be exercised by the Participant for the total number of underlying Shares 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 Conditions

9.1 The Board of Management shall have the authority and complete discretion to impose any Performance Conditions, being conditions and limitations in addition to any conditions and limitations contained in this Plan which must be achieved during a certain period in order for the Option to become exercisable, 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 fulfilment or attainment of any conditions and limitations so specified shall not be dependent upon the further discretion of any person, other than the determination by the Board of Management 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 and/or business circumstances occurs which causes the Board of Management to consider that a waived, varied or amended condition would be a fairer measure and would not be more difficult nor easier to satisfy than any existing additional conditions.

9.2 Notwithstanding the provisions of Article 10, the Options will become exercisable upon the Vesting Date stated in the Option Agreement provided that:

(i)	the Performance Conditions imposed on the grant in accordance with Article 9.1 have, based on the Scheme Audit, been fulfilled and attained at the end of the Performance Period;
(ii)	the Embargo Period has ended; and
(iii)	the Participant is employed within the Group at the Vesting Date.

9.3	Where necessary or desirable for the administration of the Plan, the Board of Management shall establish operating guidelines regarding, inter alia, Performance Conditions and the procedure for arranging, operating and completing the Scheme Audit. Participants are deemed to comply with these operating guidelines where applicable.
9.4	Promotion, demotion or transfers within the Company or Group Company of a Participant at any time during the Embargo Period shall not affect any Option nor shall it affect the fulfilment of any Performance Conditions attached to any Option granted.

044 070922 JHak ASML Incentive Stock Option Plan for Senior and Executive Management — version 1 8 of 12

ASML Performance Stock Option Plan for Senior and Executive Management

Article 10 Termination of employment

10.1	In case of termination of the employment relationship between Employee and Employer for reasons other than those mentioned in Articles 10.3 to 10.5, without immediate re-employment of Employee by Employer or another Group Company, all Options granted which are not exercised at the time of termination of the employment relationship shall lapse forthwith, insofar as Article 10.2 is not applicable. All Options that have thus become null and void will do so without Participant being entitled to any compensation in this respect from Employer or another Group Company.
10.2	In case of termination of the employment relationship between Employee and Employer as described in Article 10.1, other than being voluntary termination by Employee, the following “90 Day Period Rule” will apply.
	The “90 Day Period Rule” determines that exercisable options may be exercised for a period 90 days from the Date of Notice. The “Date of Notice” for this Article 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” for this Article 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.
10.3	If, during the Option Period, Employee is terminated for Cause by Employer, regardless of whether employment activities have been terminated, any Options not yet exercised on the Date of Notice, or in the absence of a Date of Notice the Date of Termination, shall lapse immediately and become null and void. All Options that have thus become null and void will do so without Participant being entitled to any compensation in this respect from Employer or another Group Company. Article 10.2 is not applicable.
10.4	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 as per the Date of Termination or as per the end of the Performance Period, whichever is latest. In case the remaining Option Period, measured from the Date 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 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. Article 10.2 is not applicable.

044 070922 JHak ASML Incentive Stock Option Plan for Senior and Executive Management — version 1 9 of 12

ASML Performance Stock Option Plan for Senior and Executive Management

10.5	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 “Work and Income according to Capacity to Work” Act [Wet Werk en Inkomen naar Arbeidsvermogen]), the Options may be exercised during the entire Option Period, after the Embargo Period has expired.
	Retirement for this Plan 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.
	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, 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, Group Company or her legal predecessors. Article 10.2 is not applicable.

Article 11 Variation of capital

11.1

Subject to Article 7, 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 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.

11.2

Notice of any adjustment shall be given by the Company to those Participants affected by such adjustment.

Article 12 Tax, social security and costs

12.1	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.
12.2	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

044 070922 JHak ASML Incentive Stock Option Plan for Senior and Executive Management — version 1 10 of 12

ASML Performance Stock Option Plan for Senior and Executive Management

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.

12.3	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 employee social security contributions.
12.4	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 contributions become payable, the costs and risks related thereto shall be borne by the Participant.
12.5	For the avoidance of doubt, the provisions of Articles 12.1 to 12.4 shall apply to a Participant’s liabilities that may arise on the exercise in more than one jurisdiction.
12.6	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 Shares acquired following the exercise of the Options and subsequent sale of such Shares.
12.7	Costs relating to the issue of new and/or transfer of existing Shares following the exercise of Options shall be for the account of the Company.

Article 13 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 act accordingly.

Article 14 Notices

14.1

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 Board of Management.

14.2

Any notice or other document required to be given to the Company or the Board of Management 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.

044 070922 JHak ASML Incentive Stock Option Plan for Senior and Executive Management — version 1 11 of 12

ASML Performance Stock Option Plan for Senior and Executive Management

Article 15 Governing Law and Disputes

15.1

This Plan, including its formation, existence, construction, performance, validity and all aspects whatsoever of the Plan, any term of the Plan and Grant 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 District Court of ‘s-Hertogenbosch, The Netherlands .

15.2

The decision of the Board of Management in any dispute or question relating to any Award shall be final and conclusive subject to the terms and conditions of this Plan.

Article 16 Amendments

16.1	The Board of Management shall have the power to amend the Option Rules and/or the Plan or add further provisions to the same at any time.
16.2	The Participant shall be informed in writing of any amendments or measures as referred to in this Article.

***

044 070922 JHak ASML Incentive Stock Option Plan for Senior and Executive Management — version 1 12 of 12

EX-4.5

Exhibit 4.5

Terms and Conditions of the
ASML Performance Share Plan
for Senior and Executive Management
(version 1)

044 070922 JHak T&C ASML Performance Share Plan for Senior and Executive Management — version 1

ASML Performance Share Plan for Senior and Executive Management

Contents

ARTICLE 1	DEFINITIONS	3
ARTICLE 2	INTERPRETATION	5
ARTICLE 3	LAPSE OF AWARDS	6
ARTICLE 4	AVAILABILITY OF SHARES	6
ARTICLE 5	POWERS	6
ARTICLE 6	NON-TRANSFERABILITY OF THE SHARES	7
ARTICLE 7	AWARDS	7
ARTICLE 8	CONDITIONS FOR RELEASE	8
ARTICLE 9	RELEASE OF AWARDS	9
ARTICLE 10	TERMINATION OF EMPLOYMENT	9
ARTICLE 11	SHAREHOLDER RIGHTS	10
ARTICLE 12	TAX, SOCIAL SECURITY AND COSTS	11
ARTICLE 13	REPORTING OBLIGATIONS	11
ARTICLE 14	VARIATION OF CAPITAL	11
ARTICLE 15	PLAN AMENDMENTS, TERMINATION AND SPECIAL PROVISIONS	12
ARTICLE 16	NOTIFICATION	12
ARTICLE 17	DISPUTES	13
ARTICLE 18	GOVERNING LAW	13

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 Employee will be provided with a hard copy of this document.

044 070922 JHak T&C ASML Performance Share Plan for Senior and Executive Management — version 1 2 of 13

ASML Performance Share Plan for Senior and Executive Management

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 Board of Management;
Articles of Association	the articles of association of the Company as amended from time to time;
Award	the award of Performance Shares 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;
Choice Form	the form used by Employee on which he indicates whether he wishes to participate in the Performance Stock Option Plan for Senior and Executive Management and/or Performance Share Plan for Senior and Executive Management, which form is submitted to and received by the Company duly signed before the Date of Award;
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 the Award Agreement;
Embargo Period	the period following the Date of Award as specified in the Award Agreement, in which an Award cannot be transferred;

044 070922 JHak T&C ASML Performance Share Plan for Senior and Executive Management — version 1 3 of 13

ASML Performance Share Plan for Senior and Executive Management

Employee	a natural person who on the Date of Award is employed by the Company in job grades 81 through 91 and who is on her or a Group Company’s payroll on that date;
Employer	the Company or Group Company which employs Employee on the Date of Award;
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, in which the affiliation is determined by section 24c of the Dutch Civil Code, irrespective of the jurisdiction of such company and irrespective of the place where it has its registered office;
Participant	an Employee of the Company or of any Group Company to whom an Award has been made under the terms and conditions of this Plan or the heirs of such employee;
Performance Conditions	certain conditions or restrictions, the satisfaction or lapsing of which are required in order for the Award 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 one (1) calendar year being the calendar year following the year in which the Date of Award falls, over which period the fulfilment of the Performance Conditions is measured in accordance with Article 8;
Performance Share	Restricted Share 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 Share Plan for Senior and Executive Management including the Award Agreement and the Confirmation Letter of Release in its present form or as from time to time amended in accordance with the provisions hereof;

044 070922 JHak T&C ASML Performance Share Plan for Senior and Executive Management — version 1 4 of 13

ASML Performance Share Plan for Senior and Executive Management

Release (or Released)	the transfer (‘levering’) of Shares to a Participant;
Release Date	the date upon which the Shares underlying an Award are Released and transferred to the Participant;
Scheme Audit	objective determination of the fulfilment of any conditions attached to the Award by the Company’s auditor or an independent expert appointed by the Board of Management;
Share	an ordinary share in the capital of the Company, having a nominal value of EUR 0.09 (nine eurocents) or any other nominal value such Share may have in the future;
Stock Exchange	the stock exchange of Euronext Amsterdam, 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; and
Termination for 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 or have the meaning as defined in any other jurisdiction to which a Participant may be subject.

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 Board of Management as a reference to other applicable laws or regulations of any other country (or region of a country), unless mentioned otherwise; and
(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.

044 070922 JHak T&C ASML Performance Share Plan for Senior and Executive Management — version 1 5 of 13

ASML Performance Share Plan for Senior and Executive Management

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 or 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 Board of Management. The Board of Management shall have such powers and authority with respect to the execution of the Plan, as set out in the Plan.
5.2	The Board of Management 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.
5.3	The Plan shall be administered by the Board of Management.
5.4	The Board of Management, shall have the authority and complete discretion to:

(i)	select Employees to whom Awards may from time to time be granted hereunder;
(ii)	substitute new Awards for previously granted Awards;
(iii)	adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it shall, from time to time, deem advisable;
(iv)	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;
(v)	construe and interpret the provisions of the Plan, any Award, any Award Agreement, any other agreement between Participant and the Company or any Group Company, any Confirmation Letter of Release or other document executed pursuant to the Plan or pursuant to any Award granted under the Plan;
(vi)	amend the terms of any Award granted before, prospectively or retroactively, to the extent such amendment is consistent with the terms and conditions of the Plan, including, but not limited to, accelerating the date on which restrictions lapse or 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;
(vii)	determine and communicate, for each Award to which Performance Conditions, time vesting or other restrictions apply, whether and to what extent the Performance

044 070922 JHak T&C ASML Performance Share Plan for Senior and Executive Management — version 1 6 of 13

ASML Performance Share Plan for Senior and Executive Management

	Conditions, vesting conditions or other restrictions applicable to such Award have been met, and, as a consequence, which number of Shares will be Released;
(viii)	authorise any person to execute on behalf of the Company, any instrument required to effectuate an Award; and
(ix)	make all other determinations deemed necessary or desirable for the administration of the Plan.

5.5 Subject to this Article 5, the Board of Management’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 Board of Management, nor any officer or employee of the Group acting on behalf of the Board of Management, 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 Board of Management 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

The Award granted is strictly personal and non-transferable. No Award shall, during the Embargo Period, 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 Award cannot be charged, pledged, encumbered or otherwise used for the purpose of creating security title or interest of whatever nature.

Article 7 Awards

7.1	An award of Shares can be made quarterly two days after the date of publication of the Company’s financial results, in accordance with a consistent policy regarding frequency, timing and terms and conditions, and subject to the ASML Insider Trading Rules and other applicable mandatory provisions regarding insider trading, as amended from time to time.
7.2	Each Award shall be evidenced by an Award Agreement concluded between the Participant and the Company, setting forth the terms and conditions pertaining to such Award. By signing the Award Agreement or associated Choice Form, 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, if any, the Embargo Period, the Release Date 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 Choice Form before the Date of Award of the Award Agreement to the Company within one (1) calendar month following the date on which the Award Agreement has been signed by the Company. Award Agreements or Choice Forms signed and returned before this due date will

044 070922 JHak T&C ASML Performance Share Plan for Senior and Executive Management — version 1 7 of 13

ASML Performance Share Plan for Senior and Executive Management

	be considered accepted by the Participant on the date the Award Agreement was signed by the Company.
7.5	Each Participant to whom an Award has been made 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 shall not be considered outstanding for any purpose, and no dividends, voting or other rights of a shareholder shall attach to such Award until such time as the conditions and/ or limitations attached, if any, have been satisfied or 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 Conditions for Release

8.1 The Board of Management 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 for the Award to be Released, provided that such additional conditions and limitations shall:

(i)	be objective and are specified 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 conditions and limitations so specified shall not be dependent upon the further discretion of any person, other than the determination by the Board of Management 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 Board of Management to consider that a waived, varied or amended condition would be a fairer measure and would not be more difficult nor easier to satisfy than any existing additional conditions.

8.2 Notwithstanding the provisions of Article 10, the number of Shares will be Released upon the Release Date stated in the Award Agreement provided that:

(i)	any conditions imposed on the Award in accordance with Article 8.1 have, based on the Scheme Audit, been fulfilled and attained;
(ii)	the Embargo Period has ended; and
(iii)	the Participant is employed within the Group at the Release Date.

8.3 Where necessary or desirable for the administration of the Plan, the Board of Management shall establish operating guidelines regarding, inter alia, the Performance Conditions and the procedure for arranging, operating and completing the Scheme Audit.

044 070922 JHak T&C ASML Performance Share Plan for Senior and Executive Management — version 1 8 of 13

ASML Performance Share Plan for Senior and Executive Management

8.4 Promotion, demotion or transfers within the Company or Group Company of a Participant at any time during the Embargo Period shall not affect the outstanding Awards and the conditions attached to these Awards.

Article 9 Release of Awards

9.1	Notwithstanding the provisions of Article 10 and subject to Articles 12.1 to 12.4, the Company shall Release the Shares to the Participant as soon as practicable following the Embargo Period. A Release of Shares shall only be made if the Participant has fulfilled all its 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.
9.2	The Release of Shares 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.
9.3	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.
9.4	In special circumstances, the Board of Management 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 10 Termination of Employment

10.1	In case of termination of the employment relationship between Employee and Employer during the Embargo Period for reasons other than those mentioned in Articles 10.3 to 10.5, without immediate re-employment of Employee by Employer or another Group Company, all outstanding Awards which have not been released at the time of termination of the employment relationship shall immediately lapse and become null and void, insofar as Article 10.2 is not applicable. All Awards that have thus become null and void will do so without Participant being entitled to any compensation in this respect from Employer or another Group Company.
10.2	In case of termination of the employment relationship between Employee and Employer as described in Article 10.1, other than being voluntary termination by Employee, the following “90 Day Period Rule” will apply.
	The “90 Day Period Rule” determines that the Award shall be released as per the Release Date, as specified in the Award Agreement, if the Release Date lies within 90 days from the Date of Notice. The “Date of Notice” for this Article being the date on which the Formal Notice Period commences. In the absence of a Formal Notice Period, the Award shall be released as per the Release Date, as specified in the Award Agreement, if the Release Date lies within 90 days from the Date of Termination. The “Date of Termination” for this Article being the date on which the employment relationship between Employee and Employer is terminated.

044 070922 JHak T&C ASML Performance Share Plan for Senior and Executive Management — version 1 9 of 13

ASML Performance Share Plan for Senior and Executive Management

10.3	If, during the Embargo Period, Employee is terminated for Cause by Employer, all outstanding Awards which have not been released at the Date of Notice, or in the absence of a Date of Notice the Date of Termination, shall immediately lapse and become null and void. All Awards that have thus become null and void will do so without Participant being entitled to any compensation in this respect from Employer or another Group Company. Article 10.2 is not applicable.
10.4	In case of termination of the employment relationship between Employee and Employer due to Employee’s (i) death, or (ii) incapability to act, all outstanding Awards will be released as per the Date of Termination or as per the end of the Performance Period, whichever is latest. Article 10.2 is not applicable.
10.5	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 “Work and Income according to Capacity to Work” Act [Wet Werk en Inkomen naar Arbeidsvermogen]), all outstanding Awards will be released as per the Release Date as specified in the Award Agreement.
	Retirement for these Plan 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.
	The “Rule of 65” determines that Employee is deemed to retire for these Plan 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, 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 this Plan 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, Group Company or her legal predecessors. Article 10.2 is not applicable.

Article 11 Shareholder Rights

11.1

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.

11.2

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

044 070922 JHak T&C ASML Performance Share Plan for Senior and Executive Management — version 1 10 of 13

ASML Performance Share Plan for Senior and Executive Management

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.

Article 12 Tax, social security and costs

12.1	All applicable personal taxes and employee social security contributions as a result of or in respect of the implementation of the Plan shall be borne by the Participant.
12.2	It shall be 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 wage or income tax, employee’s social 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.
12.3	Whenever Awards 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 Release, including, but not limited to, the withholding of wage tax, income tax and employee social security contributions.
12.4	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 contributions become payable, the costs and risks related thereto shall be borne by the Participant.
12.5	Except as described in this Article 12, 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.
12.6	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.
12.7	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 13 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 Participant are aware of, and will carry out, their reporting obligations in respect of the transfer or issue of Shares where necessary.

Article 14 Variation of Capital

14.1 Subject to Article 16, 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

044 070922 JHak T&C ASML Performance Share Plan for Senior and Executive Management — version 1 11 of 13

ASML Performance Share Plan for Senior and Executive Management

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.

14.2

Notice of any adjustment shall be given by the Company to those Participants affected by such adjustment.

Article 15 Plan Amendments, Termination and Special Provisions

15.1	Subject to the Articles of Association, the Board of Management may from time to time at its absolute discretion amend, alter, or terminate the Plan, for such reason as the Board of Management, 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.
15.2	The Board of Management shall obtain approval of the Supervisory Board and/ or the General Meeting, if applicable, for any amendment that would require such approval in order to satisfy the requirements of applicable law, Articles of Association or stock exchange rules.
15.3	The Board of Management may amend the terms of any Award theretofore granted, prospectively or retroactively; however, subject to Articles 14 or 15 of the Plan, no such amendment shall impair the rights of any Participant without his consent.

Article 16 Notification

16.1	Written notice of any amendment made in accordance with the terms of this Plan shall be given to those Participants affected by such amendment.
16.2	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 Board of Management. Any notice or other document required to be given by a Participant to the Company, any other Group Company or the Board of Management shall be delivered in the format required by the Company, any other Group Company or the Board of Management 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.
16.3	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

044 070922 JHak T&C ASML Performance Share Plan for Senior and Executive Management — version 1 12 of 13

ASML Performance Share Plan for Senior and Executive Management

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 17 Disputes

The decision of the Board of Management in any dispute or question relating to any Award shall be final and conclusive subject to the terms and conditions of this Plan.

Article 18 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 District Court of ‘s-Hertogenbosch, The Netherlands.

*****

044 070922 JHak T&C ASML Performance Share Plan for Senior and Executive Management — version 1 13 of 13

EX-4.6

Exhibit 4.6

Terms and Conditions

For Incentive or New Hire Options granted to
Employees under the ASML Stock Option Plan
(Version October 2007)

044 070309 — 1 JHak TC

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 October 2007)
044 070309 — 4 JHak

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 19th, 2007;
Embargo Period	:	the period from October 19th, 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	3 of 10
GRANTED TO EMPLOYEES UNDER THE ASML STOCK OPTION PLAN
— (Version October 2007)
044 070309 — 4 JHak

		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 October 2007)
044 070309 — 4 JHak

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 EMPLOYEES UNDER THE ASML STOCK OPTION PLAN
— (Version October 2007)
044 070309 — 4 JHak

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 19th, 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 October 2007)
044 070309 — 4 JHak

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 October 2007)
044 070309 — 4 JHak

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 October 2007)
044 070309 — 4 JHak

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;

TERMS AND CONDITIONS FOR INCENTIVE OR NEW HIRE OPTIONS	9 of 10
GRANTED TO EMPLOYEES UNDER THE ASML STOCK OPTION PLAN
— (Version October 2007)
044 070309 — 4 JHak

10.3 Costs relating to the issue and/or acquisition of Shares in the capital of ASML shall be for the account of ASML.

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 October 2007)
044 070309 — 4 JHak

EX-4.7

Exhibit 4.7

Terms and Conditions of the
ASML Incentive Stock Option Plan
for Employees
(version 1)

044 070922 JHak ASML Incentive Stock Option Plan for Employees — version 1

ASML Incentive Stock Option Plan for Employees

Contents

Related documents		2
Article 1	Definitions	3
Article 2	Interpretation	5
Article 3	Scope and Object	6
Article 4	Grant of Options	6
Article 5	Option Period	6
Article 6	Exercise Price	7
Article 7	Non-transferability of the Option	7
Article 8	Exercise of Options	7
Article 9	Conditions	8
Article 10	Termination of employment	8
Article 11	Variation of capital	10
Article 12	Tax, social security and costs	10
Article 13	Prevention of Insider Trading	11
Article 14	Notices	11
Article 15	Governing Law and Disputes	11
Article 16	Amendments	12

Related documents

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 Employee will be provided with a hard copy of this document.

044 070922 JHak ASML Incentive Stock Option Plan for Employees — version 1 2 of 12

ASML Incentive Stock Option Plan for Employees

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:

Adoption Date	the date on which this Plan is adopted by the Board of Management;
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;
Choice Form	the form used by Employee on which he indicates whether he wishes to participate in the Incentive Option Plan for Employees and/or Incentive Share Plan for Employees, which form is submitted to and received by the Company duly signed before the Date of Grant;
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 Vesting	the notification in respect of the number of Options that becomes exercisable per the Vesting Date, at the end of the Embargo Period;
Date of Grant	the date on which an Option is granted 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 an Option cannot be exercised;
Employee	a natural person who is employed by the Company in job grades 81 through 91 on the Date of Grant and who is on her or a Group Company’s payroll on that date;
Employer	the Company or Group Company which employs Employee on the Date of Grant;
Exercise Period	the period following the Embargo Period in which an Option can be exercised in accordance with Article 8;

044 070922 JHak ASML Incentive Stock Option Plan for Employees — version 1 3 of 12

ASML Incentive Stock Option Plan for Employees

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;
Group Company	an affiliated company of the Company, which 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 for 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 Global Select Market, while Options granted to all other Participants will give the right to acquire Shares quoted on the NYSE Euronext;
Option Agreement	the signed written agreement, including all annexes thereto, if any, between the Participant and the Company, setting forth the terms and conditions of the Options in accordance with Article 4;
Option Period	the period in which the Option remains valid beginning at the Date of Grant and ending per the Expiration Date as specified in the Option Agreement in accordance with Article 5.1;
Option Rules	the ASML Stock Option Plan (version 2) including any modifications subsequently introduced therein, on which this Plan is based;
Participant	an Employee of the Company or of any Group Company to whom an Option has been granted under the terms and conditions of this Plan or the heirs of such Employee;
Plan	the terms and conditions of the ASML Incentive Stock Option Plan for Employees including the Option Agreement and the

044 070922 JHak ASML Incentive Stock Option Plan for Employees — version 1 4 of 12

ASML Incentive Stock Option Plan for Employees

	Confirmation Letter of Vesting in its present form or as amended from time to time in accordance with the provisions hereof;
Scheme Audit	objective determination of the fulfilment of any conditions under this Plan, by the Company’s auditor or an expert acting independently as appointed by the Board of Management;
Share	an ordinary share in the capital of the Company, having a nominal value of EUR 0.09 (nine eurocents) or any other nominal value such Share may have in the future;
Stock Exchange	the stock exchange of NYSE Euronext Stock Exchange at Amsterdam, The Netherlands, or the NASDAQ Global Select 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;
Termination for 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 or have the meaning as defined in any other jurisdiction to which a Participant may be subject; and
Vesting Date	the date upon which the Options underlying the grant become exercisable.

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 Board of Management as a reference to other applicable laws or regulations of any other country (or region of a country), unless mentioned otherwise; and

044 070922 JHak ASML Incentive Stock Option Plan for Employees — version 1 5 of 12

ASML Incentive Stock Option Plan for Employees

(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 forms 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.

Article 4 Grant of Options

4.1	A grant of Options can be made quarterly two days after the date of publication of the Company’s financial results, 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 or associated Choice Form 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 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 Choice Form before the Date of Grant or the Option Agreement to the Company within one (1) calendar month following the date on which the Option Agreement has been signed by the Company as stated in the Option Agreement. Option Agreements or Choice Forms 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 an Option made for his benefit.

Article 5 Option Period

5.1 The Option Period shall be a period of ten (10) years commencing on the Date of Grant as specified in the Option Agreement.

044 070922 JHak ASML Incentive Stock Option Plan for Employees — version 1 6 of 12

ASML Incentive Stock Option Plan for Employees

5.2	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	Options that have not been exercised 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, the Option Period may be extended under the circumstances as referred to in Article 9.5 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 a Share on the NYSE Euronext Stock Exchange, Amsterdam, The Netherlands 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 published 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 Options

8.1	Notwithstanding the provisions of Article 10, Options are exercisable at any time during the Exercise Period, provided that the Participant is employed by the Company or any Group Company on the last day of the Embargo Period.
8.2	Options may be exercised only in accordance with established ASML procedures existing at the time of exercise.
8.3	When exercising Options the Participant must comply with the ASML Insider Trading Rules, as in force at the time of exercise.
8.4	Options may be exercised by the Participant for the total number of underlying Shares 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.

044 070922 JHak ASML Incentive Stock Option Plan for Employees — version 1 7 of 12

ASML Incentive Stock Option Plan for Employees

Article 9 Conditions

9.1 The Board of Management shall have the authority and complete discretion to impose any conditions and limitations in addition to any conditions and limitations contained in this Plan which must be achieved during a certain period in order for the Option to become exercisable, 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 fulfilment or attainment of any conditions and limitations so specified shall not be dependent upon the further discretion of any person, other than the determination by the Board of Management 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 and/or business circumstances occurs which causes the Board of Management to consider that a waived, varied or amended condition would be a fairer measure and would not be more difficult nor easier to satisfy than any existing additional conditions.

9.2 Notwithstanding the provisions of Article 10, the Options will become exercisable upon the Vesting Date stated in the Option Agreement provided that:

(i)	the conditions imposed on the grant in accordance with Article 9.1 have, based on the Scheme Audit, been fulfilled and attained;
(ii)	the Embargo Period has ended; and
(iii)	the Participant is employed within the Group at the Vesting Date.

9.3	Where necessary or desirable for the administration of the Plan, the Board of Management shall establish operating guidelines regarding, inter alia, conditions and the procedure for arranging, operating and completing the Scheme Audit. Participants are deemed to comply with these operating guidelines where applicable.
9.4	Promotion, demotion or transfers within the Company or Group Company of a Participant at any time during the Embargo Period shall not affect any Option nor shall it affect the fulfilment of any conditions attached to any Option granted.

Article 10 Termination of employment

10.1 In case of termination of the employment relationship between Employee and Employer for reasons other than those mentioned in Articles 10.3 to 10.5, without immediate re-employment of Employee by Employer or another Group Company, all Options granted which are not exercised at the time of termination of the employment relationship shall lapse forthwith, insofar as Article 10.2 is not applicable. All Options that have thus become null and void will do so without Participant being entitled to any compensation in this respect from Employer or another Group Company.

044 070922 JHak ASML Incentive Stock Option Plan for Employees — version 1 8 of 12

ASML Incentive Stock Option Plan for Employees

10.2	In case of termination of the employment relationship between Employee and Employer as described in Article 10.1, other than being voluntary termination by Employee, the following “90 Day Period Rule” will apply.
	The “90 Day Period Rule” determines that exercisable options may be exercised for a period 90 days from the Date of Notice. The “Date of Notice” for this Article 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” for this Article 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.
10.3	If, during the Option Period, Employee is terminated for Cause by Employer, regardless of whether employment activities have been terminated, any Options not yet exercised on the Date of Notice, or in the absence of a Date of Notice the Date of Termination, shall lapse immediately and become null and void. All Options that have thus become null and void will do so without Participant being entitled to any compensation in this respect from Employer or another Group Company. Article 10.2 is not applicable.
10.4	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 as per the Date of Termination. In case the remaining Option Period, measured from the Date 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 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. Article 10.2 is not applicable.
10.5	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 “Work and Income according to Capacity to Work” Act [Wet Werk en Inkomen naar Arbeidsvermogen]), the Options may be exercised during the entire Option Period, after the Embargo Period has expired.
	Retirement for this Plan 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.

044 070922 JHak ASML Incentive Stock Option Plan for Employees — version 1 9 of 12

ASML Incentive Stock Option Plan for Employees

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, 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, Group Company or her legal predecessors. Article 10.2 is not applicable.

Article 11 Variation of capital

11.1

Subject to Article 7, 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 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.

11.2

Notice of any adjustment shall be given by the Company to those Participants affected by such adjustment.

Article 12 Tax, social security and costs

12.1	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.
12.2	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 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.
12.3	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 employee social security contributions.
12.4	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

044 070922 JHak ASML Incentive Stock Option Plan for Employees — version 1 10 of 12

ASML Incentive Stock Option Plan for Employees

amended after the Adoption Date and any tax or employee social security contributions become payable, the costs and risks related thereto shall be borne by the Participant.

12.5	For the avoidance of doubt, the provisions of Articles 12.1 to 12.4 shall apply to a Participant’s liabilities that may arise on the exercise in more than one jurisdiction.
12.6	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 Shares acquired following the exercise of the Options and subsequent sale of such Shares.
12.7	Costs relating to the issue of new and/or transfer of existing Shares following the exercise of Options shall be for the account of the Company.

Article 13 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 act accordingly.

Article 14 Notices

14.1

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 Board of Management.

14.2

Any notice or other document required to be given to the Company or the Board of Management 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.

Article 15 Governing Law and Disputes

15.1

This Plan, including its formation, existence, construction, performance, validity and all aspects whatsoever of the Plan, any term of the Plan and Grant 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 District Court of ‘s-Hertogenbosch, The Netherlands.

15.2

The decision of the Board of Management in any dispute or question relating to any Award shall be final and conclusive subject to the terms and conditions of this Plan.

044 070922 JHak ASML Incentive Stock Option Plan for Employees — version 1 11 of 12

ASML Incentive Stock Option Plan for Employees

Article 16 Amendments

16.1	The Board of Management shall have the power to amend the Option Rules and/or the Plan or add further provisions to the same at any time.
16.2	The Participant shall be informed in writing of any amendments or measures as referred to in this Article.

044 070922 JHak ASML Incentive Stock Option Plan for Employees — version 1 12 of 12

EX-4.8

Exhibit 4.8

Terms and Conditions of the
ASML Incentive Share Plan
for Employees
(version 1)

044 070922 JHak T&C ASML Incentive Share Plan for Employees — version 1

ASML Incentive Share Plan for Employees

Contents

ARTICLE 1	DEFINITIONS	3
ARTICLE 2	INTERPRETATION	5
ARTICLE 3	LAPSE OF AWARDS	5
ARTICLE 4	AVAILABILITY OF SHARES	5
ARTICLE 5	POWERS	5
ARTICLE 6	NON-TRANSFERABILITY OF THE SHARES	6
ARTICLE 7	AWARDS	7
ARTICLE 8	CONDITIONS FOR RELEASE	7
ARTICLE 9	RELEASE OF AWARDS	8
ARTICLE 10	TERMINATION OF EMPLOYMENT	9
ARTICLE 11	SHAREHOLDER RIGHTS	10
ARTICLE 12	TAX, SOCIAL SECURITY AND COSTS	10
ARTICLE 13	REPORTING OBLIGATIONS	11
ARTICLE 14	VARIATION OF CAPITAL	11
ARTICLE 15	PLAN AMENDMENTS, TERMINATION AND SPECIAL PROVISIONS	11
ARTICLE 16	NOTIFICATION	12
ARTICLE 17	DISPUTES	12
ARTICLE 18	GOVERNING LAW	12

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 Employee will be provided with a hard copy of this document.

044 070922 JHak T&C ASML Incentive Share Plan for Employees — version 1 2 of 12

ASML Incentive Share Plan for Employees

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 Board of Management;
Articles of Association	the articles of association of the Company as amended from time to time;
Award	the award of Shares under the terms and conditions of the Plan and the corresponding Award Agreement;
Award Agreement	the signed written agreement, including all annexes thereto, if any, 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;
Choice Form	the form used by Employee on which he indicates whether he wishes to participate in the Incentive Option Plan for Employees and/or Incentive Share Plan for Employees, which form is submitted to and received by the Company duly signed before the Date of Award;
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 the Award Agreement;
Embargo Period	the period following the Date of Award as specified in the Award Agreement, in which an Award cannot be transferred;
Employee	a natural person who on the Date of Award is employed by the Company in job grades 81 through 91 and who is on her or a Group Company’s payroll on that date;

044 070922 JHak T&C ASML Incentive Share Plan for Employees — version 1 3 of 12

ASML Incentive Share Plan for Employees

Employer	the Company or Group Company which employs Employee on the Date of Award;
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, in which the affiliation is determined by section 24c of the Dutch Civil Code, irrespective of the jurisdiction of such company and irrespective of the place where it has its registered office;
Participant	an Employee of the Company or of any Group Company to whom an Award has been made under the terms and conditions of this Plan or the heirs of such employee;
Plan	the terms and conditions of the ASML Incentive Share Plan for Employees including the Award Agreement and the Confirmation Letter of Release in its present form or as from time to time amended in accordance with the provisions hereof;
Release (or Released)	the transfer (‘levering’) of Shares to a Participant;
Release Date	the date upon which the Shares underlying an Award are Released and transferred to the Participant;
Scheme Audit	objective determination of the fulfilment of any conditions attached to the Award by the Company’s auditor or an independent expert appointed by the Board of Management;
Share	an ordinary share in the capital of the Company, having a nominal value of EUR 0.09 (nine eurocents) or any other nominal value such Share may have in the future;
Stock Exchange	the stock exchange of Euronext Amsterdam, 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; and
Termination for 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 or have the meaning as defined in any other jurisdiction to which a Participant may be subject.

044 070922 JHak T&C ASML Incentive Share Plan for Employees — version 1 4 of 12

ASML Incentive Share Plan for Employees

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 Board of Management as a reference to other applicable laws or regulations of any other country (or region of a country), unless mentioned otherwise; and
(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 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 or 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 Board of Management. The Board of Management shall have such powers and authority with respect to the execution of the Plan, as set out in the Plan.
5.2	The Board of Management 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.
5.3	The Plan shall be administered by the Board of Management.
5.4	The Board of Management, shall have the authority and complete discretion to:

044 070922 JHak T&C ASML Incentive Share Plan for Employees — version 1 5 of 12

ASML Incentive Share Plan for Employees

(i)	select Employees to whom Awards may from time to time be granted hereunder;
(ii)	substitute new Awards for previously granted Awards;
(iii)	adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it shall, from time to time, deem advisable;
(iv)	determine, for each Award, other terms and conditions or other restrictions, if any, that will apply to such Award;
(v)	construe and interpret the provisions of the Plan, any Award, any Award Agreement, any other agreement between Participant and the Company or any Group Company, any Confirmation Letter of Release or other document executed pursuant to the Plan or pursuant to any Award granted under the Plan;
(vi)	amend the terms of any Award granted before, prospectively or retroactively, to the extent such amendment is consistent with the terms and conditions of the Plan, including, but not limited to, accelerating the date on which restrictions lapse or to deem 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;
(vii)	determine and communicate, for each Award to which time vesting or other restrictions apply, whether and to what extent the vesting conditions or other restrictions applicable to such Award have been met, and, as a consequence, which number of Shares will be Released;
(viii)	authorise any person to execute on behalf of the Company, any instrument required to effectuate an Award; and
(ix)	make all other determinations deemed necessary or desirable for the administration of the Plan.

5.5 Subject to this Article 5, the Board of Management’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 Board of Management, nor any officer or employee of the Group acting on behalf of the Board of Management, 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 Board of Management 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

The Award granted is strictly personal and non-transferable. No Award shall, during the Embargo Period, 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 Award cannot be charged, pledged, encumbered or otherwise used for the purpose of creating security title or interest of whatever nature.

044 070922 JHak T&C ASML Incentive Share Plan for Employees — version 1 6 of 12

ASML Incentive Share Plan for Employees

Article 7 Awards

7.1	An award of Shares can be made quarterly two days after the date of publication of the Company’s financial results, in accordance with a consistent policy regarding frequency, timing and terms and conditions, and subject to the ASML Insider Trading Rules and other applicable mandatory provisions regarding insider trading, as amended from time to time.
7.2	Each Award shall be evidenced by an Award Agreement concluded between the Participant and the Company, setting forth the terms and conditions pertaining to such Award. By signing the Award Agreement or associated Choice Form, 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, if any, the Embargo Period, the Release Date 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 Choice Form before the Date of Award of the Award Agreement to the Company within one (1) calendar month following the date on which the Award Agreement has been signed by the Company. Award Agreements or Choice Forms 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 to whom an Award has been made 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 shall not be considered outstanding for any purpose, and no dividends, voting or other rights of a shareholder shall attach to such Award until such time as the conditions and/ or limitations attached, if any, have been satisfied or 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 Conditions for Release

8.1 The Board of Management shall have the authority and complete discretion to impose conditions and limitations in addition to any conditions and limitations contained in this Plan which must be achieved for the Award to be Released, provided that such additional conditions and limitations shall:

(i) be objective and are specified in the Award Agreement; and

044 070922 JHak T&C ASML Incentive Share Plan for Employees — version 1 7 of 12

ASML Incentive Share Plan for Employees

(ii)	be such that the Release of such an Award after the Scheme Audit and the fulfilment or attainment of any conditions and limitations so specified shall not be dependent upon the further discretion of any person, other than the determination by the Board of Management 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 Board of Management to consider that a waived, varied or amended condition would be a fairer measure and would not be more difficult nor easier to satisfy than any existing additional conditions.

8.2 Notwithstanding the provisions of Article 10, the number of Shares will be Released upon the Release Date stated in the Award Agreement provided that:

(i)	any conditions imposed on the Award in accordance with Article 8.1 have, based on the Scheme Audit, been fulfilled and attained;
(ii)	the Embargo Period has ended; and
(iii)	the Participant is employed within the Group at the Release Date.

8.3	Where necessary or desirable for the administration of the Plan, the Board of Management shall establish operating guidelines regarding, inter alia, the procedure for arranging, operating and completing the Scheme Audit.
8.4	Promotion, demotion or transfers within the Company or Group Company of a Participant at any time during the Embargo Period shall not affect the outstanding Awards and the conditions attached to these Awards.

Article 9 Release of Awards

9.1	Notwithstanding the provisions of Article 10 and subject to Articles 12.1 to 12.4, the Company shall Release the Shares to the Participant as soon as practicable following the Embargo Period. A Release of Shares shall only be made if the Participant has fulfilled all its 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.
9.2	The Release of Shares 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.
9.3	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.
9.4	In special circumstances, the Board of Management 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.

044 070922 JHak T&C ASML Incentive Share Plan for Employees — version 1 8 of 12

ASML Incentive Share Plan for Employees

Article 10 Termination of Employment

10.1

In case of termination of the employment relationship between Employee and Employer during the Embargo Period for reasons other than those mentioned in Articles 10.3 to 10.5, without immediate re-employment of Employee by Employer or another Group Company, all outstanding Awards which have not been released at the time of termination of the employment relationship shall immediately lapse and become null and void, insofar as Article 10.2 is not applicable. All Awards that have thus become null and void will do so without Participant being entitled to any compensation in this respect from Employer or another Group Company.

10.2

In case of termination of the employment relationship between Employee and Employer as described in Article 10.1, other than being voluntary termination by Employee, the following “90 Day Period Rule” will apply.

The “90 Day Period Rule” determines that the Award shall be released as per the Release Date, as specified in the Award Agreement, if the Release Date lies within 90 days from the Date of Notice. The “Date of Notice” for this Article being the date on which the Formal Notice Period commences. In the absence of a Formal Notice Period, the Award shall be released as per the Release Date, as specified in the Award Agreement, if the Release Date lies within 90 days from the Date of Termination. The “Date of Termination” for this Article being the date on which the employment relationship between Employee and Employer is terminated.

10.3	If, during the Embargo Period, Employee is terminated for Cause by Employer, all outstanding Awards which have not been released at the Date of Notice, or in the absence of a Date of Notice the Date of Termination, shall immediately lapse and become null and void. All Awards that have thus become null and void will do so without Participant being entitled to any compensation in this respect from Employer or another Group Company. Article 10.2 is not applicable.
10.4	In case of termination of the employment relationship between Employee and Employer due to Employee’s (i) death, or (ii) incapability to act, all outstanding Awards will be released as per the Date of Termination. Article 10.2 is not applicable.
10.5	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 “Work and Income according to Capacity to Work” Act [Wet Werk en Inkomen naar Arbeidsvermogen]), all outstanding Awards will be released as per the Release Date as specified in the Award Agreement.

Retirement for these Plan 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.

044 070922 JHak T&C ASML Incentive Share Plan for Employees — version 1 9 of 12

ASML Incentive Share Plan for Employees

The “Rule of 65” determines that Employee is deemed to retire for these Plan 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, 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 this Plan 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, Group Company or her legal predecessors. Article 10.2 is not applicable.

Article 11 Shareholder Rights

11.1

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.

11.2

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.

Article 12 Tax, social security and costs

12.1	All applicable personal taxes and employee social security contributions as a result of or in respect of the implementation of the Plan shall be borne by the Participant.
12.2	It shall be 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 wage or income tax, employee’s social 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.
12.3	Whenever Awards 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 Release, including, but not limited to, the withholding of wage tax, income tax and employee social security contributions.
12.4	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 contributions become payable, the costs and risks related thereto shall be borne by the Participant.

044 070922 JHak T&C ASML Incentive Share Plan for Employees — version 1 10 of 12

ASML Incentive Share Plan for Employees

12.5	Except as described in this Article 12, 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.
12.6	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.
12.7	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 13 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 Participant are aware of, and will carry out, their reporting obligations in respect of the transfer or issue of Shares where necessary.

Article 14 Variation of Capital

14.1

Subject to Article 16, 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.

14.2

Notice of any adjustment shall be given by the Company to those Participants affected by such adjustment.

Article 15 Plan Amendments, Termination and Special Provisions

15.1

Subject to the Articles of Association, the Board of Management may from time to time at its absolute discretion amend, alter, or terminate the Plan, for such reason as the Board of Management, 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.

15.2

The Board of Management shall obtain approval of the Supervisory Board and/ or the General Meeting, if applicable, for any amendment that would require such approval in order to satisfy the requirements of applicable law, Articles of Association or stock exchange rules.

044 070922 JHak T&C ASML Incentive Share Plan for Employees — version 1 11 of 12

ASML Incentive Share Plan for Employees

15.3 The Board of Management may amend the terms of any Award theretofore granted, prospectively or retroactively; however, subject to Articles 14 or 15 of the Plan, no such amendment shall impair the rights of any Participant without his consent.

Article 16 Notification

16.1	Written notice of any amendment made in accordance with the terms of this Plan shall be given to those Participants affected by such amendment.
16.2	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 Board of Management. Any notice or other document required to be given by a Participant to the Company, any other Group Company or the Board of Management shall be delivered in the format required by the Company, any other Group Company or the Board of Management 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.
16.3	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 17 Disputes

The decision of the Board of Management in any dispute or question relating to any Award shall be final and conclusive subject to the terms and conditions of this Plan.

Article 18 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 District Court of ‘s-Hertogenbosch, The Netherlands.

*****

044 070922 JHak T&C ASML Incentive Share Plan for Employees — version 1 12 of 12

EX-4.9

Exhibit 4.9

Terms and Conditions of the ASML
Restricted Stock Plan (version 2)

Contents

ARTICLE 1	DEFINITIONS	3
ARTICLE 2	INTERPRETATION	6
ARTICLE 3	LAPSE OF AWARDS	7
ARTICLE 4	AVAILABILITY OF SHARES	7
ARTICLE 5	POWERS	7
ARTICLE 6	ELIGIBILITY	9
ARTICLE 7	NON-TRANSFERABILITY OF THE SHARES	9
ARTICLE 8	AWARDS	9
ARTICLE 9	VESTING CONDITIONS AND PERFORMANCE CONDITIONS	10
ARTICLE 10	TERMINATION OF EMPLOYMENT	11
ARTICLE 11	RELEASE OF AWARDS	11
ARTICLE 12	NO GUARANTEE OF EMPLOYMENT	12
ARTICLE 13	LEGAL AND REGULATORY REQUIREMENTS’ SHAREHOLDER RIGHTS	12
ARTICLE 14	TAXES, WITHHOLDINGS AND COSTS	13
ARTICLE 15	SECTION 83 OF THE CODE	14
ARTICLE 16	REPORTING OBLIGATIONS	14
ARTICLE 17	VARIATION OF CAPITAL	14
ARTICLE 18	CHANGE OF CONTROL OF THE COMPANY	14
ARTICLE 19	PLAN AMENDMENTS, TERMINATION AND SPECIAL PROVISIONS	15
ARTICLE 20	NOTIFICATION	16
ARTICLE 21	DISPUTES	16
ARTICLE 22	UNFUNDED STATUS OF THE PLAN; UNSECURED RIGHT	16
ARTICLE 23	GOVERNING LAW	17

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 Employee will be provided with a hard copy of this document.

045 070719 JHak Terms and Conditions of the ASML Restricted Stock Plan (version 2) (2 of 17)

Article 1 Definitions

1.1 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 the 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 Restricted 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 an Award in accordance with Article 8;
Award Letter	the notification of an Award in accordance with Article 8;
Board of Management	the board of directors of the Company as mentioned in Article 13 of the Articles of Association;
Code	the U.S. 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 Board of Management to which the Board of Management has delegated such of its powers in relation to the Plan, any Award Agreement or any other agreement between 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;

045 070719 JHak Terms and Conditions of the ASML Restricted Stock Plan (version 2) (3 of 17)

Date of Award	the date on which an Award is made to a Participant, which shall be the date specified in any Award Agreement;
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 Restricted Stock to Participants in accordance with the Performance Based Restricted Stock Notice;
Outside Director	a member of the Supervisory Board who satisfies the requirements of an outside director for the purposes of Section 162(m) of the Code or Section 16 of the Securities Exchange Act, as the case may be;
Participant	an employee of the Company or Group Company to whom an Award has been made under the terms and conditions of the Plan and Award Agreement, Award Letter and/or the Performance Based Stock Notice and/or any other agreement between the employee or the heirs of such employee and the Company;
Performance Based
Restricted Stock	the right to receive an Award at the end of the Performance Period, which right is conditional upon the fulfilment of the Performance Conditions as set forth in any Performance Based Restricted Stock Notice or Award Agreement;

045 070719 JHak Terms and Conditions of the ASML Restricted Stock Plan (version 2) (4 of 17)

Performance Based
Restricted Stock Notice	the notification to the Participant of the Performance Conditions, including without limitation any Incentive Payout Levels, and the Performance Period attached to an Award of Performance Based Restricted Stock to be made to the Participant pursuant to the terms and conditions of the Plan following the Performance Based Restricted Stock Payment Date after the completion of the Scheme Audit;
Performance Based
Restricted Stock Payment Date	the last day of the relevant Performance Period;
Performance Conditions	certain conditions or restrictions, the satisfaction or lapsing of which are required in order for Performance Based Restricted Stock to be awarded at the end of the Performance Period, in accordance with the Plan, any Award Agreement and/or any Performance Based Restricted Stock Notice;
Performance Period	the period over which the fulfilment of the Performance Conditions is measured in accordance with terms and conditions of the Plan, as stated in any Award Agreement and/or any Performance Based Restricted Stock Notice;
Plan	the terms and conditions of the ASML Restricted Stock Plan as amended from time to time in accordance with the provisions hereof;
Release (or Released)	the transfer of Shares to a Participant;
Release Date	the date upon which Shares underlying an Award are Released and transferred to the Participant;
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 between the Participant and the Company. Restricted Stock may be either Performance Based Restricted Stock or Time Vested Restricted Stock;
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;

045 070719 JHak Terms and Conditions of the ASML Restricted Stock Plan (version 2) (5 of 17)

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 0.09 (nine 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 Global 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;
Time Vested Restricted Stock	Restricted Stock that grants a Participant the right to receive Shares at the Release Date, where such right is conditional upon the Participant’s continued employment with the Group and the fulfilment of any other applicable terms and conditions of this Plan and the applicable Award Agreement; and
Transfer Restrictions	restrictions on the disposition of any Shares acquired upon Release during the Holding Period, including but not limited to transfer restrictions and obligations as determined in the applicable Award Agreement.

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 Board of Management 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 U.S. and/or any other jurisdiction to which a Participant may be subject.

045 070719 JHak Terms and Conditions of the ASML Restricted Stock Plan (version 2) (6 of 17)

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 between Participant and the Company.

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 a quarterly 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.
5.3	The Plan shall be administered by the Board of Management. The Board of Management shall have such powers and authority delegated to it as set out in the Plan. However, the Board of Management 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 Board of Management 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 Board of Management will include the Committee where the context permits.
5.4	The Board of Management, 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 Performance Based Restricted Stock Notice or Award, the Performance Conditions and/or vesting requirements, other terms and conditions or other restrictions, if any, that will apply to such Award or Performance Based Restricted Stock Notice;

045 070719 JHak Terms and Conditions of the ASML Restricted Stock Plan (version 2) (7 of 17)

(vi)	determine, for each Performance Based Restricted Stock Notice or Award, the vesting schedule, if any, applicable to the Award or Performance Based Restricted Stock Notice;
(vii)	construe and interpret the provisions of the Plan, any Performance Based Restricted Stock Notice, 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 Performance Based Restricted Stock Notice or 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 any Performance Based Restricted Stock Notice or 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 Notice or 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 this Plan have been delegated, shall not be in office, then the Board of Management shall exercise the functions of the Committee specified in this Plan. The Board of Management may exercise any or all of the functions of the Committee specified in this Plan, except that:

(i)	at such time as any Award is subject to the limitations under Section 162(m) of the Code, the Plan shall be administered by a committee of the Supervisory Board consisting solely of Outside Directors who satisfy the applicable requirements of Section 162(m);
(ii)	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
(iii)	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 Board of Management or the Committee’s interpretation and construction of any provision of the Plan, any Performance Based Restricted Stock Notice or Award Agreement, any other agreement between Participant and the Company or any Group

045 070719 JHak Terms and Conditions of the ASML Restricted Stock Plan (version 2) (8 of 17)

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 Board of Management or the Committee, nor any officer or employee of the Group acting on behalf of the Board of Management 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 Board of Management 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 Eligibility

Employees, including senior and executive management of the Group, not being members of the Board of Management, who are responsible for or contribute to the management, growth and/or profitability of the business of the Group are eligible to be granted Awards under this Plan. Participants under the Plan shall be selected from time to time by the Board of Management, or the Committee if so appointed, in its sole discretion.

Article 7 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 applicable 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. 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 Board of Management, or the Committee if so appointed, may provide for the lapse of such restrictions in instalments where deemed appropriate.

Article 8 Awards

8.1

Awards can be made quarterly two days after the date of publication of the Company’s 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 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.

8.2

Each Award shall be evidenced by an Award Agreement entered into between the Participant and the Company as deemed necessary or appropriate, 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

045 070719 JHak Terms and Conditions of the ASML Restricted Stock Plan (version 2) (9 of 17)

understands and will fully comply with the provisions of the Plan and the ASML Insider Trading Rules.

8.3	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, 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.
8.4	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 Board of Management 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.
8.5	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 Based Restricted Stock shall not be considered outstanding for any purpose, and no dividends, voting or other rights of a shareholder shall attach to such Performance Based Restricted Stock until such time as the Performance Conditions and any other conditions have been satisfied or have lapsed and the Shares have been Released to the Participant.
8.6	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 9 Vesting Conditions and Performance Conditions

9.1

Awards granted under the Plan shall be subject to such vesting and/or other terms and conditions or restrictions as set forth in an Award Agreement. The Board of Management, or the Committee if so appointed, shall have the authority and complete discretion to impose vesting requirements and/or other terms and conditions or restrictions on any Award made under the Plan, which must be satisfied prior to the Release of the Shares subject to such Award. Such vesting requirements and/or other terms and conditions or restrictions, if applicable, shall be set forth in the applicable Award Agreement or any other agreement between the Participant and the Company.

9.2

The right to receive Performance Based Restricted Stock under the Plan shall be subject to such Performance Conditions, including any Incentive Payout Levels, as set forth in the Performance Based Restricted Stock Notice. If the applicable Performance Conditions are fulfilled at the Performance Based Restricted Stock Payment Date, as determined in a Scheme Audit, then an Award shall be made to the Participant and the terms and conditions of such Award shall be laid down in the Award Agreement, provided that the Participant is

045 070719 JHak Terms and Conditions of the ASML Restricted Stock Plan (version 2) (10 of 17)

employed by the Group at the Date of Award, except as otherwise provided in the Plan or the applicable Award Agreement.

Article 10 Termination of Employment

10.1	In the event that a Participant’s employment is terminated prior to the Release Date, treatment of such Award shall be determined pursuant to the terms and conditions set forth in the applicable Award Agreement or any other agreement between the Participant and the Company.
10.2	Except to the extent provided in an Award Agreement or any other agreement between the Participant and the Company, upon termination of the Participant’s employment for any reason prior to the Release Date, all Shares still subject to any restriction, and/or other condition shall be forfeited by the Participant. The Board of Management, or the Committee if so appointed, may in its sole discretion, when it finds that a waiver would be in the best interest of the Company, waive in whole or in part any or all remaining restrictions, Performance Conditions or other conditions with respect to the Shares underlying a Participant’s Award.
10.3	Except to the extent provided in an Award Agreement or any other agreement between the Participant and the Company or any Group Company, 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 Restricted Stock under this Plan as a result of such termination. The Plan shall not at any time affect the rights of the Company or any Group Company to terminate such Participant’s status as a Participant, whether with or without cause.

Article 11 Release of Awards

11.1	Shares underlying Awards shall be Released 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 date on which 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.
11.2	The Release of Shares shall be confirmed to the Participant in the Confirmation Letter of Release.
11.3	From and following the Release Date, the Shares may be subject to 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.

045 070719 JHak Terms and Conditions of the ASML Restricted Stock Plan (version 2) (11 of 17)

11.4	The Release of Shares shall be subject to the ASML Insider Trading Rules and applicable mandatory provisions regarding insider trading, as amended from time to time, as well as all applicable laws.
11.5	The Participant shall not be entitled to any payment for or indemnification of damages insofar as such damages arise or may arise from a delayed Release of Shares under this Article 11.
11.6	The Board of Management, or the 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 12 No Guarantee of Employment

12.1	Nothing in the Plan, Performance Based Restricted Stock Notices, 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.
12.2	An Award made under this Plan or any Award Agreement or Performance Based Restricted Stock Notice communicated under this Plan 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.
12.3	Except to the extent provided in the Performance Based Restricted Stock Notice or any Award Agreement, upon termination of employment for any reason prior to the Release Date, all Shares still subject to any restriction, Performance Condition or other condition shall be forfeited by the Participant. The Committee may, in its sole discretion, when it finds that a waiver would be in the best interest of the Company, waive in whole or in part any or all remaining restrictions, Performance Conditions or other conditions with respect to the Shares underlying a Participant’s Award.
12.4	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 a Group Company.
12.5	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 13 Legal and Regulatory Requirements’ Shareholder Rights

13.1 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

045 070719 JHak Terms and Conditions of the ASML Restricted Stock Plan (version 2) (12 of 17)

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.

13.2 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.

Article 14 Taxes, Withholdings and Costs

14.1	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.
14.2	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 15 of this 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 Board of Management or the Committee, if so appointed.
14.3	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.
14.4	Except as described in this Article 14, 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.
14.5	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.
14.6	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.

045 070719 JHak Terms and Conditions of the ASML Restricted Stock Plan (version 2) (13 of 17)

Article 15 Section 83 of the Code

If any Participant shall, in connection with the grant of an Award or a Performance Based Stock Notice 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 U.S. 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 16 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 Participant are aware of, and will carry out, their reporting obligations in respect of the transfer or issue of Shares where necessary.

Article 17 Variation of Capital

17.1

Subject to Article 19, 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.

17.2

Notice of any adjustment shall be given by the Company to those Participants affected by such adjustment.

Article 18 Change of Control of the Company

18.1 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 Board of Management shall have the power to:

(i) with respect to any Awards, provide that part or all applicable vesting requirements 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 Board of Management has determined that the transaction or event has occurred in line with the provisions of this Article 18 and that the applicable requirements of Articles 18.2 to 18.5 have been satisfied; or

045 070719 JHak Terms and Conditions of the ASML Restricted Stock Plan (version 2) (14 of 17)

(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 18.1(i) at the date the change of control has occurred; or
(iii)	take whatever actions or other steps that the Board of Management considers necessary or appropriate.

18.2	Subject to Article 19.1 all adjustments and/or payments described in Article 18.1 sub (i), (ii) and (iii) shall be made by the Board of Management and shall be checked and approved by an independent advisor. Such approval shall be conclusive and binding on all persons.
18.3	Except as expressly provided in this Article 18, 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.
18.4	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.
18.5	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 Board of Management 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 19 Plan Amendments, Termination and Special Provisions

19.1	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.
19.2	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 Board of Management, 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 Board of Management 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.
19.3	In addition, unless the Board of Management determines otherwise, the Board of Management shall obtain approval of the Supervisory Board or, if applicable, the General Meeting, for any amendment that would require such approval in order to satisfy the requirements of applicable law or Stock Exchange rules.

045 070719 JHak Terms and Conditions of the ASML Restricted Stock Plan (version 2) (15 of 17)

19.4 The Board of Management, or the Committee if so appointed, may amend the terms of any Award theretofore granted, prospectively or retroactively; however, subject to Articles 17 or 18 of the Plan, no such amendment shall impair the rights of any Participant without his consent.

Article 20 Notification

20.1	Written notice of any amendment made in accordance with the terms of this Plan shall be given to those Participants affected by such amendment.
20.2	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 Board of Management or such committee designated by the Board of Management for this purpose. Any notice or other document required to be given by a Participant to the Company, any other Group Company or the Board of Management shall be delivered in the format required by the Company, any other Group Company or the Board of Management 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.
20.3	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 21 Disputes

The decision of the Board of Management in any dispute or question relating to any Award shall be final and conclusive subject to the terms and conditions of this Plan.

Article 22 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.

045 070719 JHak Terms and Conditions of the ASML Restricted Stock Plan (version 2) (16 of 17)

Article 23 Governing law

This Plan, including its formation, existence, construction, performance, validity and all aspects whatsoever of the Plan, any term of the Plan, Performance Based Restricted Stock Notice 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.

*****

045 070719 JHak Terms and Conditions of the ASML Restricted Stock Plan (version 2) (17 of 17)

EX-5.1

Exhibit 5.1

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	August 29, 2008
Reference	RV/1 6 1 17
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 426,615 ordinary shares, nominal value of €0.09 per share, of the Company (the “Ordinary Shares”), issuable and issued under (i) the Incentive or New Hire Options Granted to Senior and Executive Management under the ASML Stock Option Plan (Version October 2007), (ii) the ASML Performance Stock Option Plan for Senior and Executive Management (version 1), (iii) the ASML Performance Share Plan for Senior and Executive Management (version 1), (iv) the Incentive or New Hire Options Granted to Employees under the ASML Stock Option Plan (Version October 2007), (v) the ASML Incentive Stock Option Plan for Employees (version 1), (vi) the ASML Incentive Share Plan for Employees (version 1), and (vii) the ASML Restricted Stock Plan (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.

Yours truly,
 

/s/ Robert F. Roelofs  

Robert F. Roelofs 

General Counsel
ASML Holding N.V. 

EX-23.1

Exhibit 23.1

Deloitte Accountants B.V.
Flight Forum 1
5657 DA Eindhoven
PO Box 782
5600 AT Eindhoven
The Netherlands

Tel: + 31 (040) 234 5000
Fax: + 31 (040) 234 5407
www.deloitte.nl

ASML Holding N.V.
De Run 6501
5504 DR VELDHOVEN

Date:
August 21, 2008 From:
P.J.M.A van de Goor Reference
op9929

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports relating to the financial statements of ASML Holding N.V. and the effectiveness of ASML Holding N.V’s internal control over financial reporting dated January 25, 2008, appearing in the Annual Report on Form 20-F of ASML Holding N.V. for the year ended December 31, 2007.

/s/ Deloitte Accountants B.V.

Deloitte Accountants B.V.

Member of
Deloitte Touche Tohmatsu