-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PMfU5hWfpFoEwoxdfw/76vsJ5w4ZahLljADJyVLvrFbI8AczL/QSPXbH+lWJyhnJ Pk07KoY0keuUIZfDJL017w== 0000950172-03-001785.txt : 20030528 0000950172-03-001785.hdr.sgml : 20030528 20030528150705 ACCESSION NUMBER: 0000950172-03-001785 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20030528 EFFECTIVENESS DATE: 20030528 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASML HOLDING NV CENTRAL INDEX KEY: 0000937966 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-105600 FILM NUMBER: 03721506 BUSINESS ADDRESS: STREET 1: DE RUN 1110 CITY: LA VELDHOVEN NE STATE: P7 ZIP: 5503 BUSINESS PHONE: 3140580800 FORMER COMPANY: FORMER CONFORMED NAME: ASM LITHOGRAPHY HOLDING NV DATE OF NAME CHANGE: 19950215 S-8 1 lon255181a.txt As filed with the Securities and Exchange Commission on May 28, 2003. Registration No. 333- =============================================================================== 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 Not Applicable (State or Other Jurisdiction of (IRS Employer Incorporation or Organization) Identification No.) De Run 1110 5503 LA Veldhoven The Netherlands Tel: 31-40-230-3000 (Address of Principal Executive Offices) _______________________________________ ASML New Hires and Incentive Stock Option Plan (Version 2002) ASML Stock Option for Performance Appraisal Plan (Version 2002) ASML Stock Option Plan (Version 2003) (Full Title of the Plan) 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 LLP One Canada Square Canary Wharf, London E14 5DS United Kingdom
CALCULATION OF REGISTRATION FEE - ----------------------------------------------------------------------------------------------------------------------------------- Title of Each Class of Amount to be Proposed Maximum Offering Proposed Maximum Aggregate Amount of Securities to be Registered Registered (1) Price per Share (2) Offering Price Registration Fee - ----------------------------- ----------------- --------------------------- ---------------------------- -------------------------- ordinary shares, nominal 2,491,056 $17.93 $44,664,634.08 $3,613.37 value EUR 0.02 per share - ----------------------------- ----------------- --------------------------- ---------------------------- -------------------------- ordinary shares, nominal 472,303 $15.10 $7,131,775.30 $576.96 value EUR 0.02 per share - ----------------------------- ----------------- --------------------------- ---------------------------- -------------------------- ordinary shares, nominal 3,760,000 $ 8.20 $30,832,000 $2,494.31 value EUR 0.02 per share - ----------------------------- ----------------- --------------------------- ---------------------------- -------------------------- Total 6,723,359 - $82,628,409.38 $6,684.64 (3) - ----------------------------- ----------------- --------------------------- ---------------------------- --------------------------
(1) This Registration Statement shall also cover any additional ordinary shares, nominal value Euro 0.02 per share (the "Ordinary Shares") of ASML Holding N.V. which become issuable under the ASML New Hires and Incentive Stock Option Plan (Version 2002), ASML Stock Option for Performance Appraisal Plan (Version 2002) and the ASML Stock Option Plan (Version 2003) (collectively, the "Plans") by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of outstanding Ordinary Shares of ASML Holding N.V. (2) Estimated for the purpose of computing the registration fee. Pursuant to Rule 457(h) under the Securities Act of 1933 (the "Securities Act"), with respect to 2,963,359 Ordinary Shares issuable under outstanding options granted pursuant to the ASML New Hires and Incentive Stock Option Plan (Version 2002) and the ASML Stock Option for Performance Appraisal Plan (Version 2002), the Proposed Maximum Aggregate Offering Price is based on the prices at which the options may be exercised. Pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, with respect to 3,760,000 Ordinary Shares issuable pursuant to future grants of options under the ASML Stock Option Plan (Version 2003), as to which the offering price is not known, the Proposed Maximum Aggregate Offering Price was determined based on the average of the high and low selling prices per Ordinary Share on May 21, 2003, as reported by the Nasdaq National Market. (3) In accordance with Rule 457(p), the registration fee of $6,684.64 has been entirely offset by $6,684.64 of the $134,260 fee paid in connection with the registration statement on Form F-3 filed by the Registrant on May 15, 2000 (File No. 333-11954), which registration statement was withdrawn on December 4, 2001 pursuant to Rule 477 of the Securities Act, of which $52,361 was applied to offset the filing fee applicable to the Form F-3 filed by the Registrant on February 20, 2002 (File No. 333-83266). PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Item 1. Plan Information As permitted by Rule 428 under the Securities Act of 1933, this registration statement omits the information specified in Part I of Form S-8. We will deliver the documents containing the information specified in Part I to the participants in the plan covered by this registration statement as required by Rule 428(b). We are not filing these documents with the Securities and Exchange Commission as part of this registration statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act of 1933. Item 2. Registrant Information and Employee Plan Annual Information Omitted pursuant to the provisions of Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents filed with the Securities and Exchange Commission (the "Commission") by 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, 2002; (b) the Registrant's Reports of a Foreign Private Issuer on Form 6-K filed March 26, 2003, April 16, 2003, and May 9, 2003; and (c) 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 March 14, 2003. 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 holds stock options under the Plans and who participates in other stock option plans of the Registrant. Item 6. Indemnification of Directors and Officers. The articles of association of the Registrant contain no provision under which any member of the supervisory board or board of management or officers is indemnified in any manner against any liability which he or she may incur in his or her capacity as such. However, 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 to the board of management, as presented to or adopted by the general meeting of shareholders. 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. 6 to the Registrant's Registration Statement on Form 8-A filed with the Commission on June 18, 2002) 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 ASML New Hires and Incentive Stock Option Plan (Version 2002)* 4.4 ASML Stock Option for Performance Appraisal Plan (Version 2002)* 4.5 ASML Stock Option Plan (Version 2003)* 5.1 Opinion of Robert F. Roelofs regarding the legality of the securities being registered* 23.1 Consent of Deloitte & Touche* 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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement. (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 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (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 28th day of May, 2003. ASML Holding N.V. By: /s/ Doug J. Dunn ---------------------------------- Doug J. Dunn Authorized Officer POWER OF ATTORNEY Each person whose signature appears below hereby authorizes Doug J. Dunn, 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 May 28, 2003.
Name Title /s/ Doug J. Dunn President, Chief Executive Officer and ______________________________ Chairman of the Board of Management (Principal Doug J. Dunn Executive Officer) /s/ Peter T.F.M. Wennink Executive Vice President and Chief ______________________________ Financial Officer, Member of Board of Peter T.F.M. Wennink Management (Principal Accounting and Chief Financial Officer) /s/ Henk Bodt Chairman of the Supervisory Board ______________________________ Henk Bodt /s/ Jan A. Dekker Member of the Supervisory Board ______________________________ Jan A. Dekker /s/ Peter H. Grassmann Member of the Supervisory Board ______________________________ Peter H. Grassmann /s/ Syb Bergsma Member of the Supervisory Board ______________________________ Syb Bergsma /s/ J.W.B. Westerburgen Member of the Supervisory Board ______________________________ J.W.B. Westerburgen /s/ Michael J. Attardo Member of the Supervisory Board ______________________________ Michael J. Attardo ASML US, INC. Authorized Representative in the United States /s/ David P. Chavoustie _______________________ David P. Chavoustie Authorized Officer
EXHIBIT INDEX Exhibit No. Description 4.1 English Translation of the Articles of Association of the Registrant (incorporated by reference to Exhibit 1.1 to Amendment No. 6 to the Registrant's Registration Statement on Form 8-A filed with the Commission on June 18, 2002) 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 ASML New Hires and Incentive Stock Option Plan (Version 2002)* 4.4 ASML Stock Option for Performance Appraisal Plan (Version 2002)* 4.5 ASML Stock Option Plan (Version 2003)* 5.1 Opinion of Robert F. Roelofs regarding the legality of the securities being registered* 23.1 Consent of Deloitte & Touche* 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 lon263890.txt EX. 4.3 Exhibit 4.3 TERMS AND CONDITIONS FOR OPTIONS GRANTED TO NEW HIRES OR AS AN INCENTIVE TO EMPLOYEES OF ASML GROUP COMPANIES UNDER THE ASML STOCK OPTION SCHEME - CONDITIONAL STOCK OPTIONS - (VERSION January 2002) Article 1 Definitions The singular mentioned in these terms and conditions may also be read as plural and vice versa. The masculine mentioned in these terms and conditions may also be read as feminine and vice versa. In these terms and conditions the following definitions shall apply: 1. Share : An ordinary share in ASML with a par value of(euro)0.02 (2 Euro cents) quoted at Euronext Amsterdam ("AEX") in the Netherlands, or NASDAQ Stock Market ("NASDAQ") in New York City, USA, which Share is acquired by the Option Holder by exercising an Option granted under these terms and conditions. 2. ASML: ASML Holding N.V. 3. ASML Group Company: ASML or any direct or indirect wholly owned subsidiary of ASML. 4. Date of Grant: The date on which the Option is granted in writing, which date is fixed at January 21, 2002. 5. Embargo Period: The period starting on January 21, 2002 and continuing up to and including January 20, 2005. 6. Revised Option Period: The applicable Option Period for all, or a part of, the Options after approval by the Employer of a request by the Option Holder as mentioned in Article 4. 7. Option: A right granted by the Employer to the Option Holder to acquire one Share at the end of the Option Period or the Revised Option Period upon payment of the Strike Price. Options granted to US residents or citizens will give such Option Holders rights to acquire Shares quoted on the NASDAQ while Options granted to all other Option Holders will give rights to acquire Shares quoted on the AEX. 8. Option Holder: A person who is granted an Option in writing and who is employed by virtue of a contract of employment with the Employer. 9. Option Period: Unless otherwise stipulated in these terms and conditions, the Option Period is 6 years as from the Date of Grant and ends on January 20, 2008. In case the last day of the Option Period falls on a day on which the AEX or NASDAQ, respectively, is closed, the Option Period is effectively shortened such that the last day of the Option Period coincides with the last trading day before January 20, 2008, during which the AEX or NASDAQ, as the case may be, is open. All Options which have not been exercised within the Option Period will expire without any right to compensation. 10. Strike Price: The price at which the Option Holder can acquire a Share upon exercising an Option. The Strike Price will be equal to the closing price with dividend of a Share on the AEX on the Date of Grant. For US residents or citizens, the Euro denominated Strike Price will be converted into a US Dollar Strike Price by using the Euro - US Dollar exchange rate fixing on the Date of Grant as performed by the European Central Bank at or around 14.00 hours C.E.T. 11. Employer: The ASML Group Company which employs the Option Holder at the Date of Grant. Article 2 Acquisition of Options 1. Option Holder is granted the Options under these Conditions on the Date of Grant from Employer. The Options are granted in writing. 2. These Options will be granted upon the condition that within ten days after the date of grant, Option Holder does not inform Employer in writing that he/she does not wish these Options to be granted to him/her. Article 3 Limitation on Exercise of Options 1. Save for the stipulations of article 5 paragraph 4, the Options can only be exercised on the last day of the Option Period. Article 4 Revised Option Period 1. At the written request of the 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. On the last day of the Revised Option Period the Option Holder may exercise the Options for which he/she has requested the Revised Option Period. In the written request the Option Holder is required to notify the Employer on the requested end date of the Revised Option Period. 2. A written request for a Revised Option Period during the Embargo Period will not be honored by the Employer. 3. The request for a Revised Option Period is possible for all or part of the granted Options. However the minimum number of Options for which a request may be submitted is 100 Options, unless the Options for which the request is submitted are the only remaining Options held by such Option Holder. Article 5 Termination of Employment 1. In case the employment between Option Holder and Employer terminates with cause the Options granted to such Option Holder will become null and void. For Option Holders employed by ASML Netherlands BV the Options granted to such Option Holder will become null and void in case the employment between Option Holder and Employer terminates with urgent cause is meant in article 7:678 of the Netherlands Civil Code. 2. The Option granted to an Option Holder shall remain valid and exercisable, to the extent permitted by this plan, in case the Option Holder ceases to be employed by the Employer by reason of his or her death, becoming disabled (in the meaning of the Dutch "Algemene arbeidsongeschiktheidswet"), legal incapacity or retirement (including early retirement ("SUM"). In case of a termination of employment by reason of death or legal incapacity, the Option will remain valid and exercisable for at least 12 months as from the date of death or legal incapacity, even if this means that the Option Period as defined in article 1 paragraph 9 is effectively prolonged. 3. In case of a termination of employment between the Employer and the Option Holder for reasons other than those specified in paragraphs 1 and 2 of this Article 5, and without immediate re-employment of the Option Holder by the Employer or another ASML Group Company, all Options granted to such Option Holder will become null and void. All Options that have become null and void will do so without any entitlement to compensation on the part of the Option Holder. 4. The Option will become null and void for the Option Holder and his or her heirs beyond the periods as mentioned in article 1 paragraph 9 and paragraph 2 of this article 5. 5. The Option Holder and his or her heirs will not be entitled to any compensation for any unexercised Options. Article 6 Invalidation of the Options 1. The Option is strictly personal and non-transferable. 2. The Option Holder may not pledge an Option or encumber it in any other way whatsoever. The Option Holder may not engage in any transactions on the AEX, NASDAQ or any other stock exchange or market in relation to the Options. 3. If the Option Holder violates paragraph 1 or 2 of this Article 6, the Option shall become null and void. Article 7 Exercise of Options 1. The Option Holders are forbidden from exercising Options in any way in contravention of the `ASML Rules of Conduct with respect to Inside Information' as in force at the moment of exercise. 2. Options must be exercised pursuant to the procedure in force at the moment of exercise. Article 8 Capital Dilution 1. If at any moment the capital of ASML is diluted, for example, as a consequence of - a Share issuance, - a dividend distribution in Shares, or - a recapitalization of ASML the Employer may adjust the Strike Price. The calculation of any such adjustment of the Strike Price shall take place on the day preceding the day on which the aforesaid decisions are announced. 2. Option Holders shall be notified of any such adjustment of the Strike Price and the calculation on which it is based as soon as possible. Article 9 Taxes and Costs 1. Any and all tax consequences with respect to the granting and/or exercise of the Options, shall be for the sole risk and account of the Option Holder. 2. Option Holders will be liable for any costs incurred in respect of the exercise of Options, including but not limited to, costs charged by stockbrokers in relation to the exercise of Options. 3. The Shares to be obtained upon exercise of the Options shall be delivered interchangeably with the ordinary shares of ASML traded at that moment on the AEX or NASDAQ, as the case may be. Costs involved in issuing and delivering the Shares shall be borne by ASML. Article 10 Miscellaneous 1. The Management Board of ASML shall make determinations for all cases in which these Terms and Conditions do not provide a resolution and such decision shall be binding upon ASML, Employer and the Option Holder. EX-4 4 lon260708.txt EX. 4.4 Exhibit 4.4 TERMS AND CONDITIONS FOR EMPLOYEES OF ASML GROUP COMPANIES IN THE UNITED STATES UNDER THE ASML STOCK OPTION PLAN - UNCONDITIONAL OPTIONS - VERSION JANUARY 2002 TABLE OF CONTENTS Related documentation........................................................2 Article 1 - Definitions.....................................................3 Article 2 - Scope and Object................................................4 Article 3 - Allocation of Options...........................................5 Article 4 - Acceptance of the Options.......................................5 Article 5 - Option Period...................................................5 Article 6 - Exercise Price..................................................5 Article 7 - Transferability of the Option...................................6 Article 8 - Exercise of the Option..........................................6 Article 9 - Dilution of Capital.............................................7 Article 10 -Taxes and Costs..................................................7 Article 11 - Prevention of Inside Trading....................................8 Article 12 - Notices.........................................................8 Article 13 - Disputes........................................................8 Article 14 - Amendments......................................................8 Related documentation In these option conditions reference is made to the following documents: - - ASML Stock Option Plan - - ASML Rules of Conduct concerning Insider Information These documents may be consulted on the ASML Intranet. Article 1 - Definitions In these Option Conditions and the agreements arising from and relating thereto the following terms shall have the following meanings, unless explicitly stated otherwise. Allocation Date : the date of allocation of an Option, being two days after the publication of the annual results for 2001 being the 21st of January 2002; Agreement Form : the 2002 Stock Option for Performance Appraisal Agreement Form for ASML Employees in the United States on the basis of which Options are allocated to the Employees; ASML : ASML Holding N.V., having its business address at De Run 1110 in Veldhoven; ASML Group Company in the USA : juridical legal entities incorporated or registered under the laws of a jurisdiction in the United States of America which qualifies as a Group Company; Embargo Period : the period from 21st January 2002 to 20th January 2003; Employee : a natural person who on the 21st of January 2002 is employed with an ASML Group Company in the United States including those persons who are assigned outside the United States by an ASML Group Company in the United States; Exercise Price : the price for which the Option Holder may acquire one Share upon the exercise of one Option; Group Company : a group company of ASML, as referred to in section 24b of Book 2 of the Dutch Civil Code, irrespective of the law by which it is governed and irrespective of the place where it has its registered office; Option : the right to acquire one share against payment of the Exercise Price during the Option Period; Option Agent : the organization to be designated by ASML charged with the implementation of the Option Conditions; Option Conditions : the present Conditions for Employees of an ASML Group Company in the United States under the ASML Stock Option Plan - unconditional options - version January 2002, 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 allocated in writing and who at the time of allocating of such Option is in the employment of ASML under a contract of employment; Option Period : the period during which the Option may be exercised; Option Rules : the ASML Stock Option Plan (version 2000) including any modifications subsequently introduced therein in conformity with the same, on which these Option Conditions are based; Share : an ordinary share with a nominal value of EURO 0.02 in the share capital of ASML, which share is listed on the NASDAQ Stock Market ("NASDAQ") in New York City, United States of America; "Virtual" Salary Merit Increase : a half or full year virtual salary merit increase, whichever may be applicable to the Employee, resulting from the regular performance appraisal review in the second half of calendar year 2002. The Employee is not entitled to this virtual salary merit increase in calendar year 2002 and it will not be included in calculation bases in or relating to calendar year 2002. The Employee cannot claim any salary merit increase in cash relating to the calendar year 2002. The terms defined above in the singular or in the plural shall also comprise the plural and vice versa, unless in the case in concerned it can be inferred otherwise from the text of the Option Conditions. Article 2 - Scope and Object These Option Conditions form part of the Option Rules and contain the terms and conditions that are applicable to the Option Holder pursuant to article IV of the Option Rules. The Option Holder is aware of the fact that the value of the shares may rise or fall, and that ASML does not guarantee that the Option Holder will derive any benefit from his/her participation in the ASML Stock Option Plan - unconditional options - version January 2002. Nothing in this plan document shall be construed as an expressed or implied contract of employment or a guarantee of continued or future employment. Such agreements can only be entered into by the Board of Management. Article 3 - Allocation of Options 3.1 Options shall be allocated automatically upon submission of the Agreement Form duly signed by the Employee. Options shall be allocated pro rata to the Employee's 2002 "virtual" salary merit increase; 3.2 The number of Options which will be allocated is calculated based on the "virtual" salary merit increase applicable to the Employee multiplied by the Employee's gross base annual salary on January 1, 2002 and dividing this amount by US$ 4.5 (Four United States Dollars and fifty United States Dollar Cents). The resulting number of Options is rounded up to the nearest Option. 3.3 To be eligible for Options a fully completed and signed Agreement Form must have been handed in no later than on the 1st of February 2002 at the ASML Stock Administration in Tempe, United States; Article 4 - Acceptance of the Options 4.1 By handing in the Agreement Form, the Employee accepts (i) all of the Options that may be allocated, and (ii) the Option Rules and the Option Conditions; 4.2 The Employee shall be informed in writing on the number of Options allocated; 4.3 Effective from the Allocation Date an agreement will come into existence. Article 5 - Option Period 5.1 The Option Period shall be 6 years, counting from the Allocation Date and shall thus end on the 20th of January 2008; 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 expiry of the Option Period; 5.4 Notwithstanding the provisions of paragraphs 1 to 3, the Option Period may be extended under the circumstances as referred to in Article 8.3 by a maximum period of 12 months. Article 6 - Exercise Price The Exercise Price shall be equal to the closing price "cum dividend" of an ordinary ASML share on Euronext Amsterdam on the Allocation Date; 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 The Option Holder shall not be permitted to conclude any transaction in relation to the Options on Euronext Amsterdam or any other stock exchange; 7.4 In the event of an Option Holder acting in contravention of the provisions of this article, the Options of such Option Holder shall lapse; Article 8 - Exercise of the Option 8.1 The Options may be exercised only after the expiration of the Embargo Period; 8.2 When exercising the Options the Option Holder must comply with the "ASML Rules of Conduct concerning Insider Information", as in force at the time of exercising; 8.3 In the case of termination of the employment relationship between the Option Holder and ASML through (i) death, or (ii) incapability to act, the Options may be exercised during the entire Option Period and at any time during a period of at least 12 months counting from the date of the termination. If the date of termination falls after the Embargo Period, then this period of 12 months may lead to an extension of the Option Period as referred to in Article 5; In the case of termination of the employment relationship between the Option Holder and ASML through (iii) retirement, including early retirement (comparable to Dutch "SVM" and "SUM"), (iv) occupational disability (within the meaning of the Dutch Disablement Benefits Act [Dutch "Wet op de Arbeidsongeschiktheidsverzekering"], the Options may be exercised during the entire Option Period; 8.4 In the case of termination of the employment relationship between the Option Holder and ASML for reasons other than those mentioned in Article 8.3, during the Embargo Period, the Options may be exercised during a period of six weeks after the expiration of the Embargo Period. If the Options are not exercised within this period, the Options shall lapse. 8.5 In the case of termination of the employment relationship between the Option Holder and ASML for reasons other than those mentioned in Article 8.3, after the Embargo Period, the Options may be exercised during the Option Period. If the Options are not exercised within this period, the Options shall lapse. 8.6 If employment is terminated during the Option Period by ASML, or by a Subsidiary in which the Option Holder is employed, on account of an urgent reason within the meaning of section 7:677 in conjunction with section 7:678 of the Dutch Civil Code, or on account of another reason imputable to the Option Holder, any Options not yet exercised shall lapse forthwith; 8.7 The Options may be exercised by the 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; 8.8 Exercise of the Option shall take place in conformity with the applicable "Procedure for the exercise of ASML Options". 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 capitalization 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 referred to in Article 9.1 shall be binding after an independent accountant who is a 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 shall take place on the day preceding the day on which notice was given of the aforementioned resolutions. Any tax consequences resulting from the above shall be for the account of the 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 the 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, including the consequences, if any, of an amendment of the Option Conditions, shall be entirely for the account of the Option Holder; 10.2 The Option Holder shall be liable for all the costs relating to the exercise of the Options, including, but not limited to costs charged by stock brokers in connection with the exercise of Options and the contiguous sale; 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 The Option Holder who by returning the Application Form 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. The Option Holder acknowledges that for the purposes of the "ASML Rules of Conduct concerning Insider Information" he will be regarded as a Designated Person, as referred to in Article 8 of said rules. Article 12 - Notices 12.1 Notices which must be given by ASML to the 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 the Option Holder as recorded in the Staff Records Department of ASML or the Group Company; 12.2 Notices which must be given by the 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 Option Administrator. Article 13 - Disputes 13.1 The Option Rules, the Option Conditions, the annexes thereto, and all further agreements related to the Option Rules 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 agreement related to the Option Rules and/or the Option Conditions, shall in the first instance, be settled by the District Court of Eindhoven, The Netherlands; Article 14 - Amendments 14.1 The Board of Management shall have the power to amend the Option Rules or add further provisions to the same at any time; 14.2 The Option Holder shall be informed of any amendments or measures as referred to in this Article in good time, in writing. EX-4 5 lon263568.txt EX. 4.5 Exhibit 4.5 CONDITIONS FOR EMPLOYEES AND MANAGEMENT OF ASML HOLDING GROUP COMPANIES IN THE UNITED STATES OF AMERICA UNDER THE ASML STOCK OPTION PLAN - UNCONDITIONAL OPTIONS - VERSION JULY 2003 TABLE OF CONTENTS Related documentation.........................................................2 Article 1 - Definitions.......................................................3 Article 2 - Scope and Object..................................................4 Article 3 - Allocation 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............................................6 Article 9 - Dilution of Capital...............................................8 Article 10 - Taxes and Costs..................................................8 Article 11 - Prevention of Inside Trading.....................................8 Article 12 - Notices..........................................................8 Article 13 - Disputes.........................................................9 Article 14 - Amendments.......................................................9 Related documents In these option conditions reference is made to the following documents: - - ASML Stock Option Plan (version 2) - - ASML Rules of Conduct concerning Insider Information These documents may be consulted on the ASML Intranet. Article 1 - Definitions In these Option Conditions and the agreements arising from and relating thereto the following terms shall have the following meanings, unless explicitly stated otherwise. Allocation Date : the date of allocation of an Option, being two days after the publication of the semi-annual results for 2003 being July 18th, 2003; Application Form : the Stock Option for Salary Plan Application Form for Employees and Management of ASML in the United States of America dated May 14th, 2003, on the basis of which Options are allocated to the Employees; ASML : ASML Holding N.V., having its business address at De Run 1110 in Veldhoven; ASML Group Companies : juridical legal entities incorporated or registered under the laws of a jurisdiction of the United States of America, the shares or parts of which are directly or indirectly held by ASML, including legal predecessors of ASML, being juridical legal entities incorporated or registered under the laws of a jurisdiction of the United States of America, the shares of which were acquired for at least fifty one percent by ASML; Embargo Period : the period from July 18th, 2003 through July 17th, 2006; Employee : a natural person who on July 18th, 2003 is in the employment of an ASML Group Company in the United States of America; Exercise Price : the price for which the Option Holder may acquire one Share upon the exercise of one Option; Group Company : a group company of ASML, as referred to in section 24b of Book 2 of the Dutch Civil Code, irrespective of the law by which it is governed and irrespective of the place where it has its registered office; Option : the right to acquire one share against payment of the Exercise Price during the Option Period; Option Agent : the organization to be designated by ASML charged with the implementation of the Option Conditions; Option Conditions : the present Conditions for Employees and Management of an ASML Group Company in the United States of America under the ASML Stock Option Plan - unconditional options - version July 2003, 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 allocated in writing and who at the time of allocating of such Option is in the employment of ASML; 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; Share : an ordinary share with a nominal value of United States Dollars 0.02 in the share capital of ASML, which share is listed on the Stock Exchange of NASDAQ, New York, USA; Termination for Cause : Cause shall mean (i) any act of personal dishonesty taken by the Employee in connection with his or her responsibilities as an Employee and intended to result in a personal enrichment of the Employee, (ii) conviction of a felony, (iii) a willful act by Employee that constitutes gross misconduct and is injurious to ASML, and (iv) continued violations by the Employee of his or her obligations to ASML which are demonstrably willful and deliberate on his or her part after (a) there has been delivered to the Employee a written demand for performance from ASML that describes the basis for the belief that he or she has not substantially performed his or her duties set forth specific goals to cure such defaults, and (b) he or she has been given thirty (30) days during which he or she has been unable to cure such failure to perform his or her duties. The terms defined above in the singular or in the plural shall also comprise the plural and vice versa, unless in the case in concerned it can be inferred otherwise from the text of the Option Conditions. Article 2 - Scope and Object These Option Conditions form part of the Option Rules and contain the terms and conditions that are applicable to the Option Holder pursuant to article IV of the Option Rules. The Option Holder is aware of the fact that the value of the shares may rise or fall, and that ASML does not guarantee that the Option Holder will derive any benefit from his/her participation in the ASML Stock Option Plan - unconditional options - version July 2003. Nothing in this Plan document 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. Such agreements can only be entered into by the Board of Management. Article 3 - Allocation of Options 3.1 Options shall be allocated at the request of the Employee. Options shall be allocated pro rated to the number of Options requested by the Employee on the Application Form, the total number of Options requested and the maximum number of Options available; 3.2 When submitting a request for the allocation of Options, the Employee must, at his sole discretion, purchase up to an amount equal to United States Dollars 2.25 times the number of options allocated to such Employee. The number of options allocated to such Employee depends on whether such Employee has subscribed to either alternative (a) or (b): 3.2.1 If the employee decides on alternative a - 4% of the gross annual base salary -, then the basis for the computation of the number of Options to be allocated shall be 4% of the gross annual base salary on January 1st, 2003 (which equals 12 monthly gross base salary payments), divided by United States Dollars 4.50; 3.2.2 If the employee decides on alternative b - a percentage between 4% and 8% of the gross annual base salary -, then the basis for the computation of the number of Options to be allocated shall be between 4% and 8% of the gross base salary on January 1st, 2003 (which equals 12 monthly gross base salary payments), divided by United States Dollars 4.50; 3.3 To be eligible for Options a fully completed and signed Application Form must have been received no later than on May 30th, 2003 by the Salary Accounts Department in Veldhoven, the Netherlands; 3.4 Options shall be allocated on the basis of the Application Form. For each Option allocated, the Option Holder shall pay United States Dollars 2.25 (two United States DOLLARS, twenty five United States DOLLAR CENTS) from his net (after tax and/or social security tax) income per option allocated with deductions from net income spread equally in the period July 2003 through December 2003 or any balance settled against net income in case of termination of employment prior to December 2003. Article 4 - Acceptance of the Options 4.1 By handing in the Application Form on which the wish is expressed to participate in the underlying plan, the Employee accepts (i) all of the Options that may be allocated, and (ii) the Option Rules and the Option Conditions; 4.2 The Employee shall be informed in writing on the number of Options allocated; 4.3 Effective from the Allocation Date an Option Agreement will come into existence. Article 5 - Option Period 5.1 The Option Period shall be 10 years, counting from the Allocation Date and shall thus end on July 17th, 2013; 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 Option Period; 5.4 Notwithstanding the provisions of paragraphs 1 to 3, the Option Period may be extended under the circumstances as referred to in Article 8.3 by a maximum period of 12 months. Article 6 - Exercise Price The Exercise Price shall be equal to the closing price "cum dividend" of an ordinary ASML share on NASDAQ, New York, United States of America, on the Allocation Date; 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 The Option Holder shall not be permitted to conclude any transaction in relation to the Options on NASDAQ, New York, United States of America, or any other stock exchange; 7.4 In the event of an Option Holder acting in contravention of the provisions of this article, the Options of such Option Holder shall lapse; Article 8 - Exercise of the Option 8.1 The Options may be exercised only after the expiration of the Embargo Period in accordance with established ASML procedures existing at that the time of excercise; 8.2 When exercising the Options the Option Holder must comply with the "ASML Rules of Conduct concerning Insider Information", as in force at the time of exercising; 8.3 In the case of termination of the employment relationship between the Option Holder and ASML through (i) death, or (ii) incapability to act, the Options may be exercised during the entire Option Period and at any time during a period of at least 12 months counting from the date of the termination. If the date of termination falls after the Embargo Period, then this period of 12 months may lead to an extension of the Option Period as referred to in Article 5; In the case of termination of the employment relationship between the Option Holder and ASML through (iii) retirement, including early retirement, (iv) occupational disability (within the meaning of the Dutch Disablement Benefits Act [Wet op de Arbeidsongeschiktheidsverzekering], the Options may be exercised during the entire Option Period; Retirement for these Terms and Conditions is defined as (a) leaving the employment of ASML at the age of 55 years or later in case the Employee is eligible to (early) retirement payments paid by a public or private pension fund, or (b) leaving the employment of ASML under the "Rule of 65" without being eligible to (early) retirement payments paid by a public or private pension fund. The "Rule of 65" determines that Employee is deemed to retire for these Terms and Conditions in case Employee leaves the employment of an ASML Group Company at the age of 55 years after 10 years of continued employment with an ASML Group Company. For every additional year in excess of 55 years of age, Employee is required to have one year less of continued employment, until the age of 65 years. Employee is deemed to retire for these Terms and Conditions in case Employee leaves the employment of an ASML Group Company at the age of 65 years with one or less years of continued employment with the ASML Group Company. 8.4 In the case of termination of the employment relationship between the Option Holder and ASML for reasons other than those mentioned in Article 8.3, during the Embargo Period, the Options may be exercised during a period of six weeks following the expiration of the Embargo Period. If the Options are not exercised within this period, the Options shall lapse. 8.5 In the case of termination of the employment relationship between the Option Holder and ASML for reasons other than those mentioned in Article 8.3, after the Embargo Period, the Options may be exercised during the Option Period. If the Options are not exercised within this period, the Options shall lapse. 8.6 If, during the Option Period, the Employee is terminated for Cause by ASML, or an ASML Group Company by whom the Option Holder is employed, or on account of another reason imputable to the Option Holder, regardless of whether employment has been terminated, any Options not yet exercised shall lapse forthwith; 8.7 The Options may be exercised by the 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; 8.8 Exercise of the Option shall take place in conformity with the applicable "Procedure for the exercise of ASML Options". 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 referred to in Article 9.1 shall be binding after an independent accountant who is a 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 shall take place on the day preceding the day on which notice was given of the aforementioned resolutions. Any tax consequences resulting from the above shall be for the account of the 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 the 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, including the consequences, if any, of an amendment of the Option Conditions, shall be entirely for the account of the Option Holder; 10.2 The Option Holder 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 exercise of Options and the contiguous sale; 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 The Option Holder who by returning the Application Form 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. The Option Holder acknowledges that for the purposes of the "ASML Rules of Conduct concerning Insider Information" he will be regarded as a Designated Person, as referred to in Article 8 of said rules. Article 12 - Notices 12.1 Notices which must be given by ASML to the 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 the Option Holder as recorded in the Staff Records Department of ASML or the Group Company; 12.2 Notices which must be given by the 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 Option Administrator. Article 13 - Disputes 13.1 The Option Rules, the Option Conditions, the annexes thereto, and all further agreements related to the Option Rules 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 agreement related 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 or add further provisions to the same at any time; 14.2 The Option Holder shall be informed of any amendments or measures as referred to in this Article in good time, in writing. EX-5 6 lon255181.txt EX. 5.1 Exhibit 5.1 [Letterhead of ASML Holding N.V.] May 28, 2003 United States Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 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"), filed on or about May 28, 2003 with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933 (the "Securities Act"). The Registration Statement relates to up to 6,723,359 ordinary shares of ASML Holding N.V. (the "Ordinary Shares"), issuable under the ASML New Hires and Incentive Stock Option Plan (Version 2002), the ASML Stock Option for Performance Appraisal Plan (Version 2002) and the ASML Stock Option Plan (Version 2003) (the "Plans"). 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 Plans, the Ordinary Shares will have been legally issued, fully paid and non-assessable. I express no opinion herein, on or with respect to, any law other than the laws of The Netherlands and I express no opinion on, or with respect to, the laws of the United States, any state thereof or any other laws, statutes, regulations or ordinances. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and any reference to me therein. In giving such consent, I do not hereby admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission. Very truly yours, /s/ Robert F. Roelofs ------------------------------------ Robert F. Roelofs General Counsel EX-23 7 lon263913.txt EX. 23.1 Exhibit 23.1 [Letterhead of Deloitte & Touche] ASML Holding N.V. De Run 1110 5503 LA VELDHOVEN Date: May 22, 2003 From: J.G.C.M. Bune RA Our Reference: 1077447/le9996 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in this Registration Statement on Form S-8 of ASML Holding N.V., of our report dated January 30, 2003 included in the Annual Report on Form 20-F of ASML Holding N.V. for the year ended December 31, 2002 filed with the Commission on March 14, 2003. /s/ Deloitte & Touche Accountants -----END PRIVACY-ENHANCED MESSAGE-----