Exhibit 99.6

 

ASML Holding N.V. 

Remuneration Report 

2010 

TABLE OF CONTENTS

Message of the Supervisory Board

Dear Shareholders, dear Stakeholders,

We are pleased to present to you the Remuneration Report concerning financial year 2010 (“the Report”). In this Report, you will find the remuneration policy and the remuneration details of the Board of Management (“BoM”) of ASML Holding N.V. (“ASML” or the “Company”). The Supervisory Board has made efforts for this Report to be fully compliant with the Dutch Corporate Governance Code and best market practice.

During the year under review, the Supervisory Board, upon recommendation of its Remuneration Committee, submitted an update of the Remuneration Policy for the Board of Management to the General Meeting of Shareholders, which was adopted on March 24, 2010 (the “2010 Remuneration Policy”). The 2010 Remuneration Policy was designed while taking into account the amendments of the Dutch Corporate Governance Code and a number of developments with regard to executive remuneration (e.g. public debate on executive compensation).

Based on a benchmark assessment of remuneration levels (in principle conducted once every two years), the Supervisory Board decided not to significantly adjust the current level of Total Direct Compensation for the Board of Management of ASML. However, the Supervisory Board did feel some adjustments could further improve the effectiveness of ASML’s executive remuneration policies. These adjustments consisted of:

•  Shifting the focus from the short term to the long term – the short term incentive in options was no longer granted. Relatively more emphasis has been placed on the long term incentive element instead.

•  Furthermore enhanced alignment of the performance criteria to the business needs – application of a more balanced set of performance criteria, both financial and non-financial in nature, that are derived from the business strategy, and the introduction of a qualitative criterion in the long term incentive plan, which should help keep ASML performing at high standards;

•  Alignment of the pension arrangement with the adjusted excedent pension arrangement for ASML employees in The Netherlands and with common market practice for executive pensions in The Netherlands.

In addition, the Remuneration Committee has dealt with the following remuneration topics:

•  The accrued STI with respect to FY 2009, of which the payout was deferred until ASML’s cumulative income from operations would be at least 100 million Euro in two consecutive quarters after January 1, 2010. The STI was paid out on the basis of the Q1 and Q2 results for the financial year 2010 (paid out August 2010).

•  Scenario analyses have been conducted in order to assess possible outcomes of the variable remuneration components and how they may affect the remuneration of the members of the Board of Management.

− Two types of scenario analyses have been conducted, providing insight per individual board member in potential values of a one year remuneration package and the potential values of the portfolio of ASML shares and options in the possession of the individual. For some board members, the portfolio analyses showed potential high values. It should be noted that these equity portfolios contain both vested and unvested (conditional) rights. The latter is still dependent on the achievement of the performance measures. The main part of the equity portfolios contain vested rights, which are a result of an equity built up over multiple years. The Supervisory Board is aware of the potential values, but also stimulates share ownership among board members, in line with Corporate Governance regulations.

•  Both ultimum remedium and claw back provisions of the Dutch Corporate Governance Code have been formulated with the intention to include these in the contractual relationship between ASML and the members of the Board of Management.

•  An internal pay relativity analysis has been conducted. Based on the results of this analysis, it was concluded that changes in the remuneration structure of ASML were not necessary.

The Supervisory Board is of the opinion that the design of the 2010 Remuneration Policy in general and the variable part in particular, strengthens the commitment of the members of the Board of Management to ASML as well as to its objectives. The remuneration policy is linked to previously determined, measurable targets, which are aligned with and contribute to the achievement of the corporate strategy of the Company.

The Supervisory Board

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Overview of Remuneration Policy

The following table provides an overview of the 2010 Remuneration Policy and the changes implemented as compared to the remuneration policy as applied during 2009 (remuneration Policy version 2008).

	Current policy (2010)	Changes as compared to 2009
Base salary	• Derived from the median level of the benchmark on Total Direct Compensation (conducted once every two years). • The Remuneration Committee considers the appropriateness of any change in base salary based on the market levels, as well as salary adjustments for other ASML employees.	• Base salaries increased by 3% in 2010 (in line with increase applied for senior management), except for Mr. Schneider-Maunoury, who joined ASML in December 2009. • Whilst applying external benchmarks (against the defined reference markets) every two years, the Supervisory Board combines this with an annual review based on general market movements in the Netherlands and the developments within ASML.
Short term incentive	• On target levels (as % of base salary): − Chief Executive Officer: 75% − Other members BoM: 60%	• Decrease in target and maximum levels (by 25% and 50% respectively) due to termination of option related STI.
	• Four targets are set on a semiannual and two on an annual basis.	− The option related STI value was transferred to the LTI element.
	• Annual payout in cash, determined by the performance on five quantitative objectives (weighted 80% in total) and one qualitative objective (weighted 20% in total).
Long term incentive	• On target levels (as % of base salary): − Chief Executive Officer: 80% − Other members BoM: 80%	• Target levels increased from 55% to 80% in 2010 due to the shift in focus from the short term to the long term.
	• Maximum award is 146.25% of base salary. • Annual award, vesting is determined by both a quantitative (ROAIC – weighted 80%) and qualitative (weighted 20%) performance metric measured over a period of three calendar years.	− Correspondingly, maximum award levels increased from 96.25% to 146.25%. • Introduction of a qualitative performance measure in 2010.
Pension benefits	• Positioned in line with common market practice of companies included in the AEX index.	• The pension scheme for the Board of Management has been brought in line with common market practice as of 2010. This is in line with the adjustments made in the (Defined Contribution) excedent pension arrangement for ASML employees in the Netherlands.

The various elements included in the Remuneration Policy will be discussed in more detail in the section “2010 Remuneration Policy – Board of Management”, starting on page 3.

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The Remuneration Committee

The Remuneration Committee of ASML advises the Supervisory Board, and prepares resolutions with respect to the review and execution of the 2010 Remuneration Policy as adopted by the General Meeting of Shareholders on March 24, 2010. The Supervisory Board approves the proposals of the Remuneration Committee and, in case of policy changes, submits the proposed remuneration policy to the General Meeting of Shareholders for adoption. The members of the ASML Remuneration Committee are Jos W.B. Westerburgen (chairman), Ieke C.J. van den Burg and Pauline F.M. van der Meer Mohr.

Responsibilities Remuneration Committee

The Remuneration Committee:

•  oversees the development and implementation of compensation and benefits programs for members of the Board of Management;

•  reviews and proposes the corporate objectives and targets relevant to the compensation of all members of the Board of Management, in cooperation with the Audit Committee and the Technology and Strategy Committee;

•  evaluates the achievements of the Board of Management with respect to the short and long term quantitative performance criteria in cooperation with the Audit Committee and the Technology and Strategy Committee. The qualitative performance criteria are evaluated by the full Supervisory Board. Furthermore, the Remuneration Committee recommends to the Supervisory Board the resulting compensation levels for the members of the Board of Management, based on this evaluation.

•  conducts internal pay relativity analyses in order to assure appropriate pay differentials among the Company;

•  analyzes possible outcomes of the variable remuneration components and assesses how they may affect remuneration for the Board of Management (scenario analyses);

•  reviews and proposes the remuneration of the Supervisory Board.

For a more comprehensive overview of the responsibilities of the Remuneration Committee, please refer to the Rules of Procedure of the Remuneration Committee as posted on the website www.asml.com. The Supervisory Board has the discretionary power to adjust variable remuneration components both upwards and downwards if these would, in the opinion of the Supervisory Board, produce an unfair result due to extraordinary circumstances during the period in which the predetermined performance criteria have been or should have been achieved (ultimum remedium – provision II.2.10). Besides this, the Supervisory Board may recover from the Board of Management any variable remuneration awarded on the basis of incorrect financial or other data (claw back clause – provision II.2.11).

Activities during 2010

In 2010, the Remuneration Committee met six times in scheduled meetings and several times on an ad-hoc basis, as well as via teleconferences.

Role of the external advisor

The consultant that acts as the advisor to the Remuneration Committee does not perform any other services for ASML’s Board of Management.

2010 Remuneration Policy – Board of Management

In this section, an overview is provided of the 2010 Remuneration Policy. In addition, the expected developments with regard to remuneration for 2011 will be discussed.

Philosophy and objectives

The 2010 Remuneration Policy is such that it will enable ASML to continue to attract, reward and retain qualified and seasoned industry professionals in an international labour market. Furthermore, the 2010 Remuneration Policy incorporates a shift in focus from the short term to the long term and furthermore an improved alignment of performance criteria to ASML’s strategy.

•  The remuneration structure and levels are determined by benchmarking the positions using the appropriate top executive pay market practices. In principle, once every two years, the Remuneration Committee assesses compensation levels against a reference market consisting of a balanced group of European companies in the ICT and Technology sector. The compensation levels were in this year also checked against a Dutch reference market consisting of AEX listed companies.

Reference market

Given the international composition of ASML’s business as well as ASML’s staff, the base salary, together with short and long term incentives (“Total Direct Compensation”) is measured against the market median of appropriate top executive reference markets. These benchmark assessments are, in principle, conducted once every two years. In the year that no benchmark assessment is conducted, the Supervisory Board considers the appropriateness of any change of base salary based on the market environment as well as the salary adjustments for other ASML employees.

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For the market assessment, compensation levels are assessed against a reference market consisting of a balanced group of European companies in the ICT and Technology sector. Size parameters that are taken into account when interpreting the comparability of potential peer companies include revenue, the number of employees and market capitalization. The compensation levels were in this year also checked against a Dutch reference market consisting of AEX listed companies. The European reference market consists of the following companies:

European reference market

Alcatel-Lucent	LogicaCMG
ASM International	Logitech
Atos Origin	Nokia (network division)
Cap Gemini	NXP
Capita Group	OCE
Computacenter	Randstad
DSM	Reed Elsevier
Gemalto	SAP
Infineon Technologies	St Microelectronics
KPN	Wolters Kluwer

The reference market is reviewed and verified regularly by the Supervisory Board in order to ensure the appropriateness of their composition. In this respect, the Supervisory Board may make adjustments to the reference markets, e.g. in case of substantial changes in the market circumstances and/or corporate activities such as mergers and acquisitions. A prudent and conservative approach is always taken in interpreting the results of benchmark studies.

Total Direct Compensation

Total Direct Compensation consists of base salary, a short term performance incentive in cash and a long term performance incentive in shares. It aims to balance short term and long term performance and to align the remuneration with long term value creation.

Whilst referencing to the relevant reference markets on the one hand, the aim is to find a balance between fixed base salary and variable performance related incentives on the other hand. This pay mix is influenced by the degree in which target performance levels are met or over-achieved.

The graph below presents the pay mix for the members of the Board of Management in case of an on target and maximum performance. It illustrates ASML’s focus on pay-for-performance and rewarding long term performance and value creation.

Overview of pay package (base salary equals 100%)

Base salary

The level of base salary is not separately benchmarked, but derived from the median level of the benchmark on Total Direct Compensation as described above.

Base salary increases, effective January 1, 2010, have been set at 3.0% for all members of the Board of Management, with the exception of Mr. Schneider-Maunoury, who joined ASML in December 2009. This percentage is in line with base salary increase for the ASML senior management.

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Short term incentive (STI)

The annual performance related cash incentive will have an on target level of 75% of base salary for the CEO and 60% for the other members of the Board of Management. The payouts are prorated on a linear basis to the level of achievement of six performance criteria. For each performance criterion challenging but realistic targets are set (both for ‘on target’ and ‘threshold’ performance – for below threshold performance for the respective performance criterion no payout will occur). The Company’s external auditor is engaged to verify the consistent application of the approved calculation method and the accuracy of the calculations of STI outcomes.

The short-term performance criteria refer to financial and other parameters that are used to drive the business and are, in principle:

Overview of short term performance criteria

		On target payout
		(as % of base salary)
				Other members of the
Financial		CEO		Board of Management
1.	Direct Material Margin on New Systems		12%		9.6%
2.	Total Company Cost Base		12%		9.6%
3.	Operating Cash Flow		12%		9.6%
Non-financial
4.	Technology Leadership Index		12%		9.6%
5.	Market Position		12%		9.6%
6.	Qualitative target based on agreed key objectives		15%		12%
Total			75%		60%

Of the five quantitative performance criteria (number 1-5), three are based on the achievement of measurable financial targets, one on technology based objectives and one on achievements in the market place. Additionally, the qualitative target (number 6) is based on the achievement of agreed key objectives.

In principle, the weighting of each of the five quantitative criteria is equal (weighted 80% in total). The sixth target is based on qualitative objectives (weighted 20%). The setting and measuring period of the financial and technology based targets is semiannual, and for the market related and qualitative targets it is annual. The overall payout is annual and the cash incentive is accrued during the performance period.

The use of performance stock options in the short term incentive plan has been withdrawn as of 2010, in exchange for a stronger emphasis on the LTI element.

Long term incentive (LTI)

The members of the Board of Management are eligible to receive performance shares, which will be awarded annually under the condition of fulfillment of predetermined performance targets. These targets are measured over a period of three calendar years. The Company’s external auditor is engaged to verify the consistent application of the approved calculation method and the accuracy of the calculations of LTI outcomes.

The maximum number of performance shares to be conditionally awarded will equal 146.25% of base salary divided by the value of one performance share (i.e. reflecting maximum achievement). ASML defines stretching targets, whereas for on target achievement, the value of performance shares will be 80% of base salary.

The exact number of performance shares that become unconditional will be calculated at the end of the performance period, based on a predefined payout matrix (performance incentive zone).

The performance measures for obtaining performance shares are:

A.	ASML’s relative Return on Average Invested Capital (ROAIC) position compared to the Peer Group (weighted 80%).
B.	A qualitative target related to ASML’s long term ability to keep performing at high standards (weighted 20%).

A.  ROAIC as performance measure

ROAIC provides ASML’s cash rate of return on capital it has put to work, regardless of the capital structure of the Company. In other words ROAIC is a fundamental metric to measure the value creation of the Company. In order to calculate ROAIC two

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components will be used: Net Operating Profit After Tax (NOPAT) and Average Invested Capital (AIC). ROAIC is determined by dividing the three-year average income (loss) from operations less provision for (benefit from) income taxes by the three-year average invested capital. The average invested capital is determined by total assets less cash and cash equivalents, less current liabilities.

The current composition of the Peer Group, which is used for the measurement of ASML’s relative ROAIC position, is presented in the table below. The Peer Group consists of a number of globally active companies operating in the semiconductor industry.

ROAIC Peer Group

Advanced Energy	Lam Research
Applied Materials	MKS Instruments
ASM International	Novellus
Cymer	Varian Semiconductor
KLA-Tencor

The Peer Group is reviewed and verified by the Supervisory Board on an annual basis in order to ensure the appropriateness of their composition. The Supervisory Board may make adjustments to this ROAIC peer group on the basis of market circumstances (mergers, acquisitions, or other corporate activities). Due to bankruptcy, Asyst has been excluded from the ROAIC Peer Group with effect from January 1, 2010.

B.  Qualitative target

The long term qualitative target for the performance period covering 2010 to 2012 will focus on Management Development and Succession Planning.

Performance incentive zone

The number of performance shares that become unconditional is dependent on the relative ROAIC performance of ASML (over a three-year period) and the evaluation of the qualitative target by the Supervisory Board (over a three-year period). The LTI payout matrix for the 2010 conditional grant is reflected in the table below. At the beginning of each three-year performance cycle the LTI payout matrix (for that cycle) is set.

Calculation method

The value of a performance share is calculated at the beginning of the performance period, on the day of publication of ASML’s annual results in the year in which the targets are set, using the market value of the underlying share during the three preceding years and applying a discount of 30%.

LTI 2010 payout matrix

	Payout as				Achievement of
	a % of base				qualitative target
	salary		Overachieved		Achieved		Not achieved
		1		146.25%		133%		117%
		2		146.25%		133%		117%
		3		146.25%		133%		117%
		4		121.25%		108%		92%
		5		121.25%		108%		92%
		6		93.25%		80%		64%
		7		77.25%		64%		48%
		8		65.25%		52%		36%
		9		57.25%		44%		28%
		10		29.25%		16%		0%
Relative ROAIC position (quantitative)

For the determination of the number of performance shares that will be conditionally awarded, ASML applies a fixed number approach. Under this approach, the number of shares is fixed for two consecutive years. Every two years, the fixed number is calculated using the maximum achievable value of 146.25% of base salary divided by the value of the performance share at the moment of grant in the respective year. In 2010 the fixed number calculation has been conducted.

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Vesting and holding period

Once the shares are unconditionally awarded after fulfillment of the performance conditions, the shares will be retained by the Board of Management member for a certain minimum period. This period will be at least two years after the date the award became unconditional or until the termination of employment, whichever period is shorter. So, in general, the period before the Board of Management member obtains full rights to the shares will be five years in total. The Supervisory Board considers the total period to be in compliance with the Dutch Corporate Governance Code.

In so far as taxation is due in respect of the unconditionally awarded shares, the Board of Management member will be allowed to sell unconditionally awarded shares with a value equal to the amount of the tax due. This approach is in line with Dutch market practice.

Pensions

A separate benchmark on top executive pension arrangements of AEX listed companies revealed that the pension arrangement for the Board of Management was not aligned with common market practice. For that reason, the Supervisory Board decided to adjust the pension arrangement for the Board of Management to be in line with common market practice. The Supervisory Board decided on this adjustment as ASML adjusted the (Defined Contribution) excedent pension arrangement for their employees in The Netherlands as of January 1, 2010.

The pension arrangement for the Board of Management is in line with the excedent arrangement. The plan is based on the defined contribution opportunity as defined in Dutch fiscal regulations. Pensionable income is base salary only. Risk premiums for (temporary) survivors pensions are paid separately by the employer. The employee contribution in the plan is set at 4% of the pensionable income.

Other benefits and expense reimbursement

In addition to the pension benefits mentioned earlier, the members of the Board of Management also receive other benefits and expense reimbursement, which may include company car costs, social security costs, health and disability insurance costs, representation allowances and housing costs for some members (gross amount before taxes).

Employment contracts

Term of appointment/employment

Members of the Board of Management appointed after the 2004 amendment of the Articles of Association, are appointed for a period of four years, after which reappointment is possible for consecutive four-year terms. Messrs. P. Wennink and M. van den Brink’s appointment to the Board of Management is for an indefinite period of time, as their initial appointment was before 2004. The existing employment contracts, including all rights and obligations under these contracts, will be honored.

Severance agreement

Employment agreements with the Board of Management members concluded prior to March 31, 2004 (i.e. Messrs. Wennink and Van den Brink) do not contain specific provisions regarding benefits upon termination of those agreements. Potential severance payments in such case will be according to applicable law (e.g. cantonal formula in the Netherlands).

Employment agreements for members of the Board of Management appointed after March 31, 2004 (i.e. Messrs. Meurice, Van Hout and Schneider-Maunoury) do contain specific provisions regarding benefits upon termination of those agreements.

If the Company gives notice of termination of the employment agreement for reasons which are exclusively or mainly found in acts or omissions on the side of the Board of Management member, no severance amount will be granted. If this is not the case, a year base severance or a severance consistent with the Dutch Labor laws will be made available upon the effective date of termination.

This severance payment will also be made available in case the Board of Management member gives notice of termination of the employment agreement due to a significant difference of opinion between the respective executives and the Supervisory Board regarding his employment agreement, his function or the Company’s strategy.

Change of control

Board of Management members with an employment agreement dated after March 31, 2004 (i.e. Messrs. Meurice, Van Hout and Schneider-Maunoury) shall also be entitled to the aforementioned severance amount in the event ASML or its legal successor gives notice of termination due to a Change of Control (as defined in the employment agreement) or if the Board of Management member gives notice of termination, which is directly related to such Change of Control and such notice is given within twelve months from the date on which the Change of Control occurs.

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Share ownership

ASML does not apply formal share ownership guidelines. However, following Article 17 of the Rules of Procedure Board of Management (‘Any holding of shares in the Company’s capital by Board of Management members is for the purpose of long-term investment and not for short-term speculation’), the Company encourages share ownership by the Board of Management. This is also reflected in the ASML remuneration policy (e.g. by applying holding restrictions).

Loans

ASML has not granted any personal loans, guarantees, or the like to members of the Board of Management.

However, stock option plans that were issued before 2001 were constructed with a virtual financing arrangement whereby ASML loaned the tax value of the options granted to employees and members of the Board of Management (being Messrs. M. van den Brink and P. Wennink) subject to the Dutch tax-regime. The loans issued under this arrangement are repayable to ASML on the exercise date of the respective option, provided that the option is actually exercised. If the options expire unexercised, the loans are waived. The last option grant under this plan will expire in 2012.

Expected developments with regard to remuneration for 2011

We envisage using 2011 as a year of study to review the 2010 Remuneration Policy, taking into account current (international) developments and new legislation.

Remuneration in 2010

The remuneration of the Board of Management members for the financial year 2010 was determined using the 2010 Remuneration Policy, as adopted by the General Meeting of Shareholders on March 24, 2010.

Based on the performance with respect to the short term incentive criteria during 2010 (5 out of 6 performance criteria were achieved on target or above target, and 1 performance criteria was achieved between target and threshold level), an actual short term performance cash payout of 99.7% of the target STI (of 75% or 60% respectively of base salary) has been awarded.

For Mr. Meurice, this means a payout of 74.8% of his base salary, for Messrs. Wennink, Van den Brink, Van Hout and Schneider-Maunoury this relates to a payout of 59.8% of their base salary.

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The table below reflects the total remuneration per member of the Board of Management. Please note that the reported figures reflect costs incurred for the company in 2010 under US GAAP and IFRS.

Table I: Total remuneration¹

					Short Term				Long term			Total
			Fixed		Variable				Variable			Remuneration		Other
																Other benefits
			Base		STI		Option		LTI (Share							and expense
	Financial		salary		(Cash)2		awards3		awards)4			Total6		Pension7		reimbursement8
Board of Management	year		EUR		EUR		EUR		EUR			EUR		EUR		EUR
E. Meurice		2010		757,000		566,236		42,648		935,617	5		2,301,501		136,697		132,630
		2009		735,000		507,150		466,164		1,042,576			2,750,890		91,950		141,377
		2008		735,000		414,569		279,316		1,194,544			2,623,429		91,982		129,845
P.T.F.M. Wennink		2010		469,000		280,650		26,401		579,321	5		1,355,372		84,229		43,627
		2009		455,000		251,160		288,578		646,055			1,640,793		56,317		44,886
		2008		455,000		205,311		172,929		747,238			1,580,478		56,350		49,209
M.A. van den Brink		2010		497,000		297,405		28,025		617,004	5		1,439,434		90,388		44,817
		2009		483,000		266,616		306,336		681,179			1,737,131		59,880		44,992
		2008		483,000		217,945		183,276		785,809			1,670,030		59,913		43,686
F.J. van Hout		2010		412,000		246,541		23,209		471,700			1,153,450		65,300		34,549
		2009		400,000		220,800		241,522		123,111			985,433		40,800		35,199
		2008		—		—		—		—			—		—		—
F. Schneider-Maunoury9		2010		400,000		239,360		—		326,947			966,307		55,011		34,788
		2009		33,333		58,095		—		—			91,428		4,736		3,163
		2008		—		—		—		—			—		—		—

1	This year we made an amendment to our reporting in order to be fully compliant with the Dutch Corporate Governance Code (BPP II.2.13.a.)
2	Actual STI (cash) chargeable to the company in the financial year (i.e. STI relating to performance in the current year but paid out in the next financial year). The accrued STI (cash) with respect to FY 2009 were paid out after ASML achieved a cumulative income from operations of at least 100 million Euro in two consecutive quarters after January 1, 2010. This was achieved on the basis of the Q1 and Q2 results for FY 2010. The 2008 STI (cash) for Mr. Meurice, Mr. Wennink and Mr. van den Brink was partly paid in unconditional shares on February 3, 2009.
3	The remuneration reported as part of the option awards is based on cost incurred under US GAAP and IFRS. The costs of the option awards are based on the actual vested number of option awards multiplied by the fair value of the option awards at grant date and are recorded in the income statement on a straight line basis over the vesting period. The 2009 number of option awards actually vested was 100%, whereas the 2008 number of option awards actually vested was 50%.
4	The remuneration reported as part of the LTI (share awards) is based on cost incurred under US GAAP and IFRS. The costs of share awards are charged to the income statement over the 3 year vesting period based on the maximum achievable number of share awards. Therefore the costs for e.g. the financial year 2010 include costs of the BoM performance share plan 2010, 2009 and 2008. Furthermore the difference between the amount based on the maximum achievable number of share awards and the amount based on the actual number of share awards that vest, is released to the income statement in the financial year in which the share awards vest. For actual number of share awards and more details see tables II and III.
5	The remuneration reported as part of the LTI (share awards) for the year 2010 includes a correction for the BoM performance share plan 2007 based on the actual number of share awards vested in 2010. The correction for Mr Meurice, Mr Wennink and for Mr van den Brink amounts to EUR -296,287, EUR -183,612, EUR -191,972, respectively.
6	This total reflects base salary, STI (cash), option awards and LTI (share awards).
7	The pension arrangement has been adjusted upwards to match common market practice as from 2010. Furthermore, since the pension arrangement for members of the Board of Management is a defined contribution plan, the Company does not have additional pension obligations beyond the annual premium contribution. As per 2010, the employee contribution to the pension plan is 4% of the pension base.
8	Other benefits and expense reimbursement include housing costs, company car costs, social security costs, health and disability insurance costs and representation allowances. As of 2009 all other benefits and expense reimbursement are gross amounts, comparative figures for the year 2008 have been adjusted.
9	For 2009, remuneration for Mr. Schneider-Maunoury regards only the month December.

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The table below provides an overview of the minimum and maximum number of shares / options conditionally granted that the members of the Board of Management may acquire if specified performance criteria are achieved and employment conditions are met.

Table II: Unvested equity awards — minimum and maximum numbers

Number

Number at vesting

End lock-up

Board of Management

Grant date

Type of grant

granted

Vesting date

Minimum

Maximum

period

E. Meurice

2/1/2010

share

88,732

2/1/2013

0

88,732

2/1/2015

2/2/2009

share

57,002

2/2/2012

0

57,002

2/2/2014

2/4/2008

share

57,002

2/4/2011

0

57,002

2/4/2013

P.T.F.M. Wennink

2/1/2010

share

54,974

2/1/2013

0

54,974

2/1/2015

2/2/2009

share

35,287

2/2/2012

0

35,287

2/2/2014

2/4/2008

share

35,287

2/4/2011

0

35,287

2/4/2013

M.A. van den Brink

2/1/2010

share

58,256

2/1/2013

0

58,256

2/1/2015

2/2/2009

share

37,458

2/2/2012

0

37,458

2/2/2014

2/4/2008

share

37,458

2/4/2011

0

37,458

2/4/2013

F.J. van Hout

2/1/2010

share

48,293

2/1/2013

0

48,293

2/1/2015

2/2/2009

share

31,021

2/2/2012

0

31,021

2/2/2014

7/18/2008

share

4,000

7/18/2011

0

4,000

7/18/2011

7/18/2008

option

8,000

7/18/2011

0

8,000

7/18/2011

F. Schneider-Maunoury

2/1/2010

share

46,886

2/1/2013

0

46,886

2/1/2015

ASML HOLDING N.V. – REMUNERATION REPORT FY 2010

10

The tables below provide a comprehensive overview of respectively share awards and option awards.

Table III: Overview of share awards (as per December 31, 2010)

	At moment of grant												At moment of vesting								At end of lock-up period
																			Total (pre-						Share price		Total (pre-
									Fair		Total fair						Share price		tax) market		End of				at end of		tax) market
Board of					Full				value1		value2		Vesting				at vesting		value3		lock-up				lock-up		value4
Management	Grant date		Status		control		Number		EUR		EUR		date		Number		EUR		EUR		date		Number		EUR		EUR
E. Meurice		2/1/2010		Conditional		No		88,732		22.93		2,034,625		2/1/2013		—		—		—		2/1/2015		—		—		—
		2/2/2009		Conditional		No		57,002		13.05		743,876		2/2/2012		—		—		—		2/2/2014		—		—		—
		2/4/2008		Conditional		No		57,002		18.18		1,036,296		2/4/2011		—		—		—		2/4/2013		—		—		—
		1/17/2007		Unconditional		No		66,338		20.39		1,352,632		1/17/2010		51,807		22.86		1,184,308		1/17/2012		—		—		—
		1/18/2006		Unconditional		No		72,136		17.90		1,291,234		1/18/2009		72,136		12.40		894,486		1/18/2011		—		—		—
		1/19/2005		Unconditional		Yes		36,972		11.53		426,287		1/19/2008		36,972		17.60		650,707		1/19/2010		36,972		22.68		838,525
P.T.F.M. Wennink		2/1/2010		Conditional		No		54,974		22.93		1,260,554		2/1/2013		—		—		—		2/1/2015		—		—		—
		2/2/2009		Conditional		No		35,287		13.05		460,495		2/2/2012		—		—		—		2/2/2014		—		—		—
		2/4/2008		Conditional		No		35,287		18.18		641,518		2/4/2011		—		—		—		2/4/2013		—		—		—
		1/17/2007		Unconditional		No		41,111		20.39		838,253		1/17/2010		32,106		22.86		733,943		1/17/2012		—		—		—
		1/18/2006		Unconditional		No		45,905		17.90		821,700		1/18/2009		45,905		12.40		569,222		1/18/2011		—		—		—
		1/19/2005		Unconditional		Yes		20,721		11.53		238,913		1/19/2008		20,721		17.60		364,690		1/19/2010		20,721		22.68		469,952
M.A. van den Brink		2/1/2010		Conditional		No		58,256		22.93		1,335,810		2/1/2013		—		—		—		2/1/2015		—		—		—
		2/2/2009		Conditional		No		37,458		13.05		488,827		2/2/2012		—		—		—		2/2/2014		—		—		—
		2/4/2008		Conditional		No		37,458		18.18		680,986		2/4/2011		—		—		—		2/4/2013		—		—		—
		1/17/2007		Unconditional		No		42,980		20.39		876,362		1/17/2010		33,565		22.86		767,296		1/17/2012		—		—		—
		1/18/2006		Unconditional		No		48,241		17.90		863,514		1/18/2009		48,241		12.40		598,188		1/18/2011		—		—		—
		1/19/2005		Unconditional		Yes		25,902		11.53		298,650		1/19/2008		25,902		17.60		455,875		1/19/2010		25,902		22.68		587,457
F.J. van Hout5		2/1/2010		Conditional		No		48,293		22.93		1,107,358		2/1/2013		—		—		—		2/1/2015		—		—		—
		2/2/2009		Conditional		No		31,021		13.05		404,824		2/2/2012		—		—		—		2/2/2014		—		—		—
		7/18/2008		Conditional		No		4,000		17.20		68,800		7/18/2011		—		—		—		7/18/2011		—		—		—
		10/19/2007		Unconditional		Yes		3,334		20.39		67,980		10/19/2010		1,667		23.45		39,091		10/19/2010		1,667		23.45		39,091
F. Schneider- Maunoury		2/1/2010		Conditional		No		46,886		22.93		1,075,096		2/1/2013		—		—		—		2/1/2015		—		—		—

1	The fair value of the shares as of the grant date.
2	Value is calculated by multiplying number of shares awards by the fair value at grant date. Costs under USGAAP and IFRS might deviate from the value attributed to the individual awards at the date of grant, due to differences in calculation method. Under USGAAP and IFRS, the fair value of the share awards is charged to the P&L over the vesting period.
3	Value is calculated by multiplying number of vested shares by the share price as per the vesting date. Last year, we reported the share price as per end of financial year. This year we made an amendment to our reporting in order to be fully compliant with the Dutch Corporate Governance Code (BPP II.2.13.d.)
4	Value is calculated by multiplying number of vested shares by the share price as per the end of lock-up period. Last year, we reported the share price as per end of financial year. This year we made an amendment to our reporting in order to be fully compliant with the Dutch Corporate Governance Code (BPP II.2.13.d.)
5	The shares granted to Mr. Van Hout on and before October 17, 2008 relate to his pre-Board of Management period at ASML. No lock-up period is applicable for the shares granted to Mr. Van Hout in his pre-Board of Management period.

ASML HOLDING N.V. – REMUNERATION REPORT FY 2010

11

Table IV: Overview of the unconditional option awards (as per December 31, 2010)

	At moment of grant												At moment of vesting								At end of lock-up period								Option term
																									Share
																	Share		Total						price at		Total
							Exercise		Fair		Total fair						price at		intrinsic		End of				end of		intrinsic
Board of			Full				price		value1		value2		Vesting				vesting3		value4		lock-up				lock-up		value5		Expiration
Management	Grant date		control		Number		EUR		EUR		EUR		date		Number		EUR		EUR		date		Number		EUR		EUR		date
E. Meurice		2/2/2009		no		84,895		12.39		5.73		486,448		2/2/2010		84,895		23.24		921,111		2/2/2012		84,895		—		—		2/2/2019
		2/4/2008		no		84,895		17.20		6.41		544,177		2/4/2009		42,448		13.54		0		2/4/2011		42,448		—		—		2/4/2018
		1/17/2007		yes		100,154		20.39		6.74		675,038		1/17/2008		95,146		17.80		0		1/17/2010		95,146		22.86		235,011		1/17/2017
P.T.F.M. Wennink		2/2/2009		no		52,554		12.39		5.73		301,134		2/2/2010		52,554		23.24		570,211		2/2/2012		52,554		—		—		2/2/2019
		2/4/2008		no		52,554		17.20		6.41		336,871		2/4/2009		26,277		13.54		0		2/4/2011		26,277		—		—		2/4/2018
		1/17/2007		yes		62,067		20.39		6.74		418,332		1/17/2008		58,964		17.80		0		1/17/2010		58,964		22.86		145,641		1/17/2017
M.A. van den		2/2/2009		no		55,788		12.39		5.73		319,665		2/2/2010		55,788		23.24		605,300		2/2/2012		55,788		—		—		2/2/2019
Brink		2/4/2008		no		55,788		17.20		6.41		357,601		2/4/2009		27,894		13.54		0		2/4/2011		27,894		—		—		2/4/2018
		1/17/2007		yes		64,888		20.39		6.74		437,345		1/17/2008		61,644		17.80		0		1/17/2010		61,644		22.86		152,261		1/17/2017
F.J. van Hout6		2/2/2009		no		46,201		12.39		5.73		264,732		2/2/2010		46,201		23.24		501,281		2/2/2012		46,201		—		—		2/2/2019
		7/18/2008		no		8,000		14.87		5.45		43,600		7/18/2011		8,000		—		—		7/18/2011		8,000		—		—		7/18/2018
F. Schneider- Maunoury		—		—		—		—		—		—		—		—		—		—		—		—		—		—		—

1	The fair value of the option award as of the grant date.
2	Total fair value is calculated by multiplying number of options by the fair value at the date of grant. Costs under USGAAP and IFRS might deviate from the value attributed to the individual awards at the date of grant, due to differences in calculation method. Under USGAAP and IFRS, the fair value of the option awards is charged to the P&L over the vesting period.
3	The share price as per the vesting date. Last year, we reported the share price as per end of financial year. This year we made an amendment to our reporting in order to be fully compliant with the Dutch Corporate Governance Code (BPP II.2.13.d.).
4	Intrinsic value is calculated by multiplying the number of vested option awards by the share price as per the vesting date -/- the exercise price. If the exercise price is higher than the share price as of the moment of vesting we included a total intrinsic value of €0. Last year, we reported the share price as per end of financial year. This year we made an amendment to our reporting in order to be fully compliant with the Dutch Corporate Governance Code (BPP II.2.13.d.).
5	Intrinsic value is calculated by multiplying the number of vested option awards by the share price as per the end of lock-up date -/- the exercise price.
6	The options granted to Mr. Van Hout on and before October 17, 2008 relate to his pre-Board of Management period at ASML.

Below, an overview is provided of the actual outstanding share awards of each individual Board of Management member per December 31, 2010 (i.e. reflecting the development in the number of ASML shares held during 2010).

Table V: Details of shares held by members of the BoM

							Dec. 31, 2010
									With lock-up
Board of Management	Jan. 1, 2010		Shares vested in 2010		Shares sold in 20101		Free tradable		restriction
E. Meurice		126,107		51,807		18,858		53,971		105,085
P.T.F.M. Wennink		34,783		32,106		16,695		13,248		36,946
M.A. van den Brink		42,822		33,565		17,458		19,666		39,263
F.J. van Hout		—		1,667		876		791		—
F. Schneider-Maunoury		—		—		—		—		—

1  Shares sold in 2010 reflect the sell to cover for tax purposes.

ASML HOLDING N.V. – REMUNERATION REPORT FY 2010

12

Below, an overview is provided of the actual outstanding options of each individual Board of Management member per December 31, 2010 (i.e. reflecting the development in the number of ASML options held during 2010).

Table VI: Details of stock options held by members of the BoM

					Share price on				Dec. 31, 2010				Exercise
	Jan. 1,		Exercised in		exercise date		Vested during				With lock-up		price		Expiration
Board of Management	2010		2010		EUR		2010		Free tradable		restriction		EUR		date
E. Meurice		125,000		—		—		—		125,000		—		10.62		10/15/2014
		12,500		—		—		—		12,500		—		11.52		1/21/2015
		57,770		—		—		—		57,770		—		11.53		1/19/2015
		88,371		—		—		—		88,371		—		17.90		1/18/2016
		95,146		—		—		—		95,146		—		20.39		1/17/2017
		42,448		—		—		—		—		42,448		17.20		2/4/2018
		—		—		—		84,895		—		84,895		12.39		2/2/2019
P.T.F.M. Wennink		31,500		—		—		—		31,500		—		58.00		1/20/2012
		32,379		12,379		23.08		—		20,000		—		11.53		1/19/2015
		56,236		—		—		—		56,236		—		17.90		1/18/2016
		58,964		—		—		—		58,964		—		20.39		1/17/2017
		26,277		—		—		—		—		26,277		17.20		2/4/2018
		—		—		—		52,554		—		52,554		12.39		2/2/2019
M.A. van den Brink		31,500		—		—		—		31,500		—		58.00		1/20/2012
		59,098		19,098		23.08		—		40,000		—		17.90		1/18/2016
		61,644		—		—		—		61,644		—		20.39		1/17/2017
		27,894		—		—		—		—		27,894		17.20		2/4/2018
		—		—		—		55,788		—		55,788		12.39		2/2/2019
F.J. van Hout		4,100		4,100		23.08				—		—		7.88		1/20/2013
		15,000		—		—		—		15,000		—		10.11		7/18/2013
		10,000		—		—		—		10,000		—		17.34		1/19/2014
		20,000		—		—		—		20,000		—		12.02		7/16/2014
		9,000		—		—		—		9,000		—		11.56		4/15/2015
		14,000		—		—		—		14,000		—		17.90		10/20/2016
		1,365		1,365		23.08		—		—		—		10.11		7/18/2013
		1,388		—		—		—		1,388		—		24.26		10/19/2017
		3,987		—		—		—		3,987		—		11.43		10/17/2018
		—		—		—		46,201		—		46,201		12.39		2/2/2019
F. Schneider-Maunoury		—		—		—		—		—		—		—		—

Supervisory Board Remuneration

The Remuneration Committee is responsible for reviewing and, if appropriate, recommending changes to the remuneration of the Supervisory Board. Any recommended changes to the remuneration of the members of the Supervisory Board must be submitted to the General Meeting of Shareholders for approval.

Fee levels

In addition to their fee as member of the Supervisory Board, Supervisory Board members also receive a fee for each committee membership (in 2010, these levels have not changed). In accordance with the Dutch Corporate Governance Code, the Supervisory Board remuneration is not dependent on the financial results of the Company. No member of the Supervisory Board personally maintains a business relationship with the Company other than as a member of the Supervisory Board.

Supervisory Board fee levels

	Annual (fixed) fee		Audit Committee		Other committees
Role	EUR		EUR		EUR
Chairman		55,000		15,000		10,000
Non-European member		70,000		10,000		7,500
European member		40,000		10,000		7,500

ASML HOLDING N.V. – REMUNERATION REPORT FY 2010

13

Additional reimbursements

In addition, in 2010, ASML paid a net cost allowance amounting to EUR 1,800 per year to each Supervisory Board member, and EUR 2,400 per year to the Chairman of the Supervisory Board.

Share ownership

Members of the Board of Management and/or Supervisory Board are free to acquire or dispose of ASML shares or options for their own account, provided they comply with the applicable ASML Insider Trading Rules. Those securities are not part of members’ remuneration from the Company and are therefore not included. None of the members of the Supervisory Board currently owns shares or options on shares of the Company.

Loans

The Company has not granted any (personal) loans to, nor has it granted any guarantees or the like in favor of, any of the members of the Supervisory Board.

Remuneration awarded in 2010

In the following table, an overview is presented with regard to the remuneration awarded to Supervisory Board members in 2010.

Supervisory Board remuneration in 2010

									Selection and		Technology
			Supervisory		Audit		Remuneration		Nomination		and Strategy
	Total		Board		Committee		Committee		Committee		Committee		Other1
	EUR		EUR		EUR		EUR		EUR		EUR		EUR
Arthur P.M. van der Poel		80,000		55,000		10,000		—		7,500		7,500		—
Jos W.B. Westerburgen		60,000		40,000		—		10,000		10,000		—		—
OB Bilous		95,000		70,000		—		—		7,500		7,500		10,000
Fritz W. Fröhlich		55,000		40,000		15,000		—		—		—		—
Hendrika (Ieke) van den Burg		47,500		40,000		—		7,500		—		—		—
William T. Siegle		80,000		70,000		—		—		—		10,000		—
Pauline F.M. van der Meer Mohr		47,500		40,000		—		7,500		—		—		—
Wolfgang H. Ziebart		57,500		40,000		10,000		—		—		7,500		—
Total		522,500		395,000		35,000		25,000		25,000		32,500		10,000

1  To compensate for certain obligations ASML has towards the US government as a result of the merger with SVG in 2001, one US member receives an additional EUR 10,000 to fulfill these obligations.

ASML HOLDING N.V. – REMUNERATION REPORT FY 2010

14