S-8

As filed with the Securities and Exchange Commission on June 9, 2004 Registration No. 333-    

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

ASML Holding N.V.

(Exact Name of Registrant as Specified in Its Charter)

The Netherlands	Not Applicable
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

De Run 6501
5504 DR Veldhoven
The Netherlands
Tel: 31-40-268-3000

(Address of Principal Executive Offices)

ASML Incentive and New Hire Option Plan for Board of Management
ASML Incentive and New Hire Option Plan for Senior and Executive Management
ASML Option Plan for Executive Management in the United States of America
ASML Option Plan for Senior Management in the United States of America
ASML Incentive and New Hire Option Plan for Employees
ASML Option Plan for Employees in the United States of America

(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 (UK) LLP
40 Bank Street
Canary Wharf, London E14 5DS
United Kingdom

CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price Per Share(2)	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Ordinary shares, nominal  value EUR 0.02 per share	2,090,000	$16.69	$34,882,100	$4,420
Ordinary shares, nominal  value EUR 0.02 per share	20,000	$16.91	$338,200	$43
Ordinary shares, nominal  value EUR 0.02 per share	62,000	$21.45	$1,329,900	$168
Total ordinary shares	2,172,000		$36,550,200	$4,631
Options to acquire odinary  shares, nominal value EUR  0.02 per share (4)	1,060,000	$2.60	$2,756,000	$349
Total			$39,306,200	$4,980

(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 Incentive and New Hire Option Plan for Board of Management, ASML Incentive and New Hire Option Plan for Senior and Executive Management, ASML Option Plan for Executive Management in the United States of America, ASML Option Plan for Senior Management in the United States of America, ASML Incentive and New Hire Option Plan for Employees, and the ASML Option Plan for Employees in the United States of America (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) Pursuant to Rule 457(h) under the Securities Act of 1933 (the "Securities Act"), with respect to 82,000 Ordinary Shares issuable under outstanding options granted pursuant to the Plans, 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 2,090,000 Ordinary Shares issuable pursuant to future grants of options under the Plans, 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 June 3, 2004, as reported by the Nasdaq National Market.

(3) In accordance with Rule 457(p), the registration fee of $4,980 has been entirely offset by $4,980 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 (i) $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); (ii) $6,684.64 was applied to offset the filing fee applicable to the Form S-8 filed by the Registrant on May 28, 2003 (File No. 333-105600); and (iii) $811.80 was applied to offset the filing fee applicable to the form S-8 filed by the Registrant on September 26, 2003 (file No. 333-109154).

(4) Represents options to purchase Ordinary Shares that may be granted pursuant to the ASML Option Plan for Executive Management in the United States of America, the ASML Option Plan For Senior Management in the United States of America and the ASML Option Plan for Employees in the United States of America.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                As permitted by Rule 428 under the Securities Act, 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 (the “Commission”) as part of this registration statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

                The following documents filed with or furnished to 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, 2003;

(b)             the Registrant’s Report of a Foreign Private Issuer on Form 6-K furnished to the Commission
on April 21, 2004; and

(c)             the description of the Ordinary Shares, contained in the Registrant’s Report of a Foreign Private Issuer on Form 6-K furnished to the Commission on June 9, 2004.

                All documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, and, to the extent designated therein, certain reports on Form 6-K we submit to the Commission after the date hereof, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document that is or is deemed to be incorporated by reference herein modifies or supersedes such previous statement. Any statement so modified or superseded shall not be deemed to constitute a part of this Registration Statement, except as so modified or superseded.

Item 4. Description of Securities.

                Not applicable.

Item 5. Interests of Named Experts and Counsel.

                The legality of the securities offered hereby has been passed upon by the General Counsel of the Registrant who participates in stock option plans of the Registrant.

Item 6. Indemnification of Directors and Officers.

                The articles of association of the Registrant require the Registrant to indemnify members of the Registrant's supervisory board and board of management against liabilities (including legal expenses) incurred due to acts or omissions in acting in such capacity, except (i) to the extent a court in the Netherlands irrevocably establishes that such acts or omissions are the result of willfull misconduct or intentional recklessness (unless the denial of indemnification or reimbursement of expenses would be, in view of all circumstances, contrary to reasonableness and fairness), and (ii) to the extent such losses are reimbursed by insurance. In addition, the Registrant's articles of association provide that at each ordinary annual general meeting of shareholders, the shareholders may discharge the supervisory board and the board of management from liability for the performance of their respective duties in the preceding financial year. Under Netherlands' law, this discharge is not absolute and would not be effective as to any matter not disclosed in the annual accounts of the Registrant and the report of the board of management, as presented to or adopted by the general meeting of shareholders. Members of the board of management, the supervisory board and certain officers of the Registrant are also, 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. 7 to the Registrant's Registration Statement on Form 8-A filed with the Commission on June 9, 2004)
4.2	Specimen Certificate for New York Shares (incorporated by reference to Exhibit 1.1 to Amendment No. 4 to the Registrant's Registration Statement on Form 8-A filed with the Commission on June 6, 2000)
4.3	Terms and Conditions of ASML Incentive and New Hire Option Plan for Board of Management*
4.4	Terms and Conditions ASML Incentive and New Hire Option Plan for Senior and Executive Management*
4.5	Terms and Conditions of ASML Option Plan for Executive Management in the United States of America*
4.6	Terms and Conditions of ASML Option Plan for Senior Management in the United States of America*

4.7	Terms and Conditions of ASML Incentive and New Hire Option Plan for Employees*
4.8	Terms and Conditions of ASML Option Plan for Employees in the United States of America*
5.1	Opinion of Robert F. Roelofs regarding the legality of the securities being registered*
23.1	Consent of Deloitte*
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; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a) (1)(ii) shall not apply if the information required to be included in a post-effective amendment of this Registration Statement by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

                               (2)            That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

                               (3)            To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

                (b)             The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

                (c)             Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

SIGNATURES

                Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto authorized, in the city of Veldhoven, The Netherlands on this 9th day of June, 2004.

ASML Holding N.V.

By:  /s/ Doug J. Dunn

Name:	Doug J. Dunn
Title:	President, Chief Executive Officer and Chairman of the Board of Management

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 this 9th day of June, 2004.

Name Title

/s/ Doug J. Dunn	President, Chief Executive Officer and
Doug J. Dunn	Chairman of the Board of Management (Principal Executive Officer)

/s/ Peter T.F.M. Wennink	Executive Vice President and Chief
Peter T.F.M. Wennink	Financial Officer, Member of Board of 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/ A. P. M. van der Poel	Member of the Supervisory Board
A. P. M. van der Poel

/s/ Peter H. Grassmann	Member of the Supervisory Board
Peter H. Grassmann

/s/ F. Frölick	Member of the Supervisory Board
F. Frölick

/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. 7 to the Registrant's Registration Statement on Form 8-A filed with the Commission on June 9, 2004)
4.2	Specimen Certificate for New York Shares (incorporated by reference to Exhibit 1.1 to Amendment No. 4 to the Registrant's Registration Statement on Form 8-A filed with the Commission on June 6, 2000)
4.3	Terms and Conditions of ASML Incentive and New Hire Option Plan for Board of Management*
4.4	Terms and Conditions ASML Incentive and New Hire Option Plan for Senior and Executive Management*
4.5	Terms and Conditions of ASML Option Plan for Executive Management in the United States of America*
4.6	Terms and Conditions of ASML Option Plan for Senior Management in the United States of America*
4.7	Terms and Conditions of ASML Incentive and New Hire Option Plan for Employees*
4.8	Terms and Conditions of ASML Option Plan for Employees in the United States of America*
5.1	Opinion of Robert F. Roelofs regarding the legality of the securities being registered*
23.1	Consent of Deloitte*
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

TERMS AND CONDITIONS FOR INCENTIVE OPTIONS
GRANTED TO MEMBERS OF THE ASML
BOARD OF MANAGEMENT
UNDER THE ASML STOCK OPTION PLAN
— CONDITIONAL STOCK OPTIONS –

(VERSION April 2004)

TABLE OF CONTENTS

Related documents............................................................2
Article 1 -   Definitions....................................................3
Article 2 -   Scope and Object...............................................5
Article 3 -   Acquisition of Options.........................................5
Article 4 -   Acceptance of the Options......................................5
Article 5 -   Option Period..................................................5
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................................................9
Article 11 -  Prevention of Insider Trading..................................9
Article 12 -  Notices........................................................9
Article 13 -  Disputes.......................................................9
Article 14 -  Amendments....................................................10

Related documents

In these Option Conditions reference is made to the following documents:

—  ASML Stock Option Plan (version 2)

—  ASML Insider Trading Rules

These documents may be consulted on the ASML Intranet.

TERMS AND CONDITIONS FOR INCENTIVE OPTIONS GRANTED
TO MEMBERS OF THE ASML BOARD OF MANAGEMENT
UNDER THE ASML STOCK OPTION PLAN
- - CONDITIONAL STOCK OPTIONS - (Version April 2004)

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Article 1 — Definitions

In these Option Terms and Conditions and in related documents, the following terms shall have the meanings as defined in this Article, unless explicitly stated otherwise.

ASML : ASML Holding N.V., having its business address at De Run 6501 in Veldhoven;

ASML Group Company : an affiliated company of ASML, in which the affiliation is determined by section 24c of Book 2 of the Dutch Civil Code, irrespective of the jurisdiction of such company and irrespective of the place where it has its registered office;

Date of Grant : the date on which the Option is granted in writing, which date is fixed at April 23rd, 2004;

Embargo Period : the period from April 23rd, 2004 upto and including April 22nd, 2007;

Employee : a natural person who on the Date of Grant is employed by ASML and who is on her or an ASML Group Company's payroll on that date;

Employer : ASML or ASML Group Company which employs Employee on the Date of Grant;

Exercise Price : the price for which Option Holder may acquire one Share upon the exercise of one Option;

Option : a right granted by Employer to Option Holder to acquire one Share at the end of the Option Period or the Revised Option Period against payment of the Exercise Price during the Option Period. Options granted to United States residents or citizens will give such Option Holders the right to acquire Shares quoted on the NASDAQ while Options granted to all other Option Holders will give the right to acquire Shares quoted on the AEX;

Option Conditions : the present Terms and Conditions for Options granted to Senior Management and Executives under the ASML Stock Option Plan - conditional options - version April 2004, including any modifications subsequently introduced herein in conformity with the same;

TERMS AND CONDITIONS FOR INCENTIVE OPTIONS GRANTED
TO MEMBERS OF THE ASML BOARD OF MANAGEMENT
UNDER THE ASML STOCK OPTION PLAN
- - CONDITIONAL STOCK OPTIONS - (Version April 2004)

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Option Holder : the holder of an Option, being the person to whom an Option has been granted in writing and who at the time of granting of such Option is an Employee of ASML or who has become the holder of such Option by virtue of being Employee's heir;

Option Period : the period during which the Option may be exercised;

Option Rules : the ASML Stock Option Plan (version 2) including any modifications subsequently introduced therein in conformity with the same, on which these Option Conditions are based;

Revised Option Period : the applicable Option Period for all - or a part of - the Options after approval by Employer of a request by Option Holder as mentioned in Article 8;

Share : an ordinary share with a nominal value of EURO 0.02 (two EURO Cents) in the share capital of ASML, which share is listed on the Euronext Amsterdam ("AEX") in the Netherlands, or the NASDAQ Stock Market ("NASDAQ"), New York City, New York, USA, which share is acquired by Option Holder by exercising an Option granted under these Option Conditions;

Termination for Cause : Cause shall mean (i) any act of personal dishonesty taken by Employee in connection with his or her responsibilities as Employee and intended to result in a personal enrichment of Employee, (ii) conviction of a felony, (iii) a willful act by Employee that constitutes gross misconduct and is injurious to Employer, and (iv) continued violations by Employee of his or her obligations to Employer which are demonstrably willful and deliberate on his or her part after (a) there has been delivered to Employee a written demand for performance from Employer that describes the basis for the belief that he or she has not substantially performed his or her duties set forth in specific goals to cure such defaults, and (b) he or she has been given 30 (thirty) days during which he or she has been unable to cure such failure to perform his or her duties. For Employees who are resident in the Netherlands, the term Cause shall have the meaning as stated in section 7:677 in conjunction with section 7:678 of the Dutch Civil Code at that time.

TERMS AND CONDITIONS FOR INCENTIVE OPTIONS GRANTED
TO MEMBERS OF THE ASML BOARD OF MANAGEMENT
UNDER THE ASML STOCK OPTION PLAN
- - CONDITIONAL STOCK OPTIONS - (Version April 2004)

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The terms defined above in the singular or in the plural shall also comprise the plural and vice versa, unless in the case concerned it can be inferred otherwise from the text of the Option Conditions.

Article 2 – Scope and Object

These Option Conditions are part of the Option Rules and contain the terms and conditions that are applicable to Option Holder pursuant to Article IV of the Option Rules.

Option Holder is aware of the fact that the value of the shares may fluctuate, and that ASML does not guarantee that Option Holder shall derive any benefit from the Options granted under this ASML Stock Option Plan – conditional options – version April 2004.

Nothing in these Option Conditions or related documents by themselves or in combination shall be construed as an expressed or implied contract of employment or a guarantee of continued future employment.

Article 3 – Acquisition of Options

Employee is granted Options under these Option Conditions on the Date of Grant by Employer. The Options are granted in writing.

Article 4 – Acceptance of the Options

4.1 The Options shall be granted under the dissolving condition that within 10 (ten) days after the Date of Grant, Employee does not inform Employer in writing that Employee does not wish these Options to be granted to Employee;

4.2 By not rejecting the grant as described in paragraph 1 of this Article, Employee accepts all of the Options granted pursuant to these Option Conditions;

4.3 Effective from the Date of Grant an Option Agreement will come into existence, unless Employee has rejected the Options as described in paragraph 1 of this Article.

Article 5 – Option Period

5.1 The Option Period shall be 10 (ten) years, counting from the Date of Grant and shall thus end on April 22^nd, 2014;

TERMS AND CONDITIONS FOR INCENTIVE OPTIONS GRANTED
TO MEMBERS OF THE ASML BOARD OF MANAGEMENT
UNDER THE ASML STOCK OPTION PLAN
- - CONDITIONAL STOCK OPTIONS - (Version April 2004)

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5.2 Options may only be exercised within the Option Period;

5.3 Options that have not been exercised within the Option Period shall lapse after the expiration of the Option Period;

5.4 Notwithstanding the provisions of paragraphs 1 through 3 of this Article, the Option Period may be extended under the circumstances as referred to in Article 8.5 by a maximum period of 12 (twelve) months.

Article 6 – Exercise Price

The Exercise Price shall be equal to the closing price “cum dividend” of an ordinary ASML Share on the Euronext Amsterdam (“AEX”) in the Netherlands on the Date of Grant. For United States residents or citizens, the Euro denominated Exercise Price will be converted into a United States Dollar Exercise Price by taking the Exercise Price defined in the first sentence of this Article and applying the Euro – United States Dollar exchange rate fixing on the Allocation Date as performed by the European Central Bank at or around 14.00 hours C.E.T.

Article 7 – Transferability of the Option

7.1 The Option shall be strictly non-transferable and may not be encumbered with a pledge;

7.2 Devolution by last will or hereditary succession pursuant to the statutory provisions shall, however, not vitiate the Option;

7.3 Option Holder shall not be permitted to conclude any transaction in relation to the Options on Euronext, Amsterdam, the Netherlands, NASDAQ, New York, United States of America, or any other stock exchange;

7.4 In the event of Option Holder acting in contravention of the provisions of this Article, the Options of such Option Holder shall lapse.

Article 8 – Exercise of the Option

8.1 The Options may only be exercised on the last day of the Option Period.

8.2 At the request of Option Holder the Option Period may be shortened for all or part of the Options. The Revised Option Period will then replace the Option Period for part or all the Options, whichever the request may be. On the last day of the Revised Option Period Option Holder may exercise the Options for which Option Holder has requested the Revised Option Period. In the written request Option Holder is required to notify Employer of the requested end date of the Revised Option Period.

TERMS AND CONDITIONS FOR INCENTIVE OPTIONS GRANTED
TO MEMBERS OF THE ASML BOARD OF MANAGEMENT
UNDER THE ASML STOCK OPTION PLAN
- - CONDITIONAL STOCK OPTIONS - (Version April 2004)

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8.3 A written request for a Revised Option Period during the Embargo Period shall not be honoured by Employer.

8.4 The Options may be exercised only in accordance with established ASML procedures existing at the time of exercise;

8.5 When exercising the Options Option Holder must comply with the “ASML Rules of Conduct concerning Insider Information”, as in force at the time of exercising;

8.6 In case of termination of the employment relationship between Employee and Employer due to Employee’s (i) death, or (ii) incapability to act, the Options may be exercised during the entire Option Period, after the Embargo Period has expired. In case the remaining Option Period, measured from the moment of termination for aforementioned reasons, consists of less than 12 (twelve) months, the Option Period will be extended such that the remaining Option Period will be at least 12 (twelve) months counting from the date of the termination. Therefore, if the date of termination for reasons mentioned in the first sentence of this Article, falls within 12 (twelve) months before the end of the Option Period as defined in Article 5.1, the Option Period will effectively be prolonged beyond the period as defined in Article 5.1;

In case of termination of the employment relationship between Employee and Employer due to Employee’s (iii) retirement or (iv) occupational disability (within the meaning of the Dutch Disablement Benefits Act [Wet op de Arbeidsongeschiktheids-verzekering]), the Options may be exercised during the entire Option Period, after the Embargo Period has expired;

Retirement for these Option Conditions is defined as (a) leaving the employment of Employer at the age of 55 (fifty five) years or later in case Employee is eligible to (early) retirement payments paid by a State, Federal or private pension fund, or (b) leaving the employment of Employer under the “Rule of 65” without being eligible to (early) retirement payments paid by a State, Federal or private pension fund.

The “Rule of 65” determines that Employee is deemed to retire for these Option Conditions in case Employee leaves the employment of Employer at the age of 55 (fifty five) years after 10 (ten) years of continued employment with ASML, ASML Group Company or her legal predecessors. For every additional year in excess of 55 (fifty five) years of age, Employee is required to have one year less of continued employment, until the age of 65 (sixty five) years. Employee is deemed to retire for these Option Conditions in case Employee leaves the employment of Employer at the age of 65 (sixty five) years with one or less years of continued employment with ASML, ASML Group Company or her legal predecessors.

TERMS AND CONDITIONS FOR INCENTIVE OPTIONS GRANTED
TO MEMBERS OF THE ASML BOARD OF MANAGEMENT
UNDER THE ASML STOCK OPTION PLAN
- - CONDITIONAL STOCK OPTIONS - (Version April 2004)

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8.7 If, during the Option Period, Employee is terminated for Cause by Employer or Employee is terminated by Employer on account of another reason imputable to Employee, regardless of whether employment activities have been terminated, any Options not yet exercised shall lapse forthwith. All Options that have thus become null and void will do so without Option Holder being entitled to any compensation in this respect from Employer or another ASML Group Company;

8.8 In case of termination of the employment relationship between Employee and Employer for reasons other than those mentioned in paragraph 6 or 7 of Article 8, without immediate re-employment of Employee by Employer or another ASML Group Company, all Options granted which are not exercised at the time of termination of the employment relationship shall lapse forthwith. All Options that have thus become null and void will do so without Option Holder being entitled to any compensation in this respect from Employer or another ASML Group Company;

8.9 The Options may be exercised by Option Holder for the total number allocated or in tranches of 100 or multiples thereof (with the exception of the last tranche), with the provision that each exercise must take place within the Option Period, provided such exercise is not in conflict with the provisions of Article 11.

Article 9 – Dilution of Capital

9.1 If at any time the issued capital of ASML increases, for instance as a result of (i) a resolution to issue shares with a pre-emption right for the holders of the Shares at that time outstanding, (ii) a stock dividend, or (iii) a capitalisation of reserves, the Exercise Price and/or the number of Options allocated may be adjusted in such a manner as the Supervisory Board shall then decide;

9.2 The adjustments by the Supervisory Board as referred to in Article 9.1 shall be binding after an independent accountant, and member of the Netherlands Institute for Registered Accountants [Nederlands Instituut voor Register Accountants], has issued a certificate stating that the adjustments have been determined in a reasonable manner. Adjustment of the Exercise Price and or the number of Options shall take place on the day preceding the day on which notice was given of the aforementioned resolutions. Any tax and/or social insurance contributions payable as a result of the above shall be for the account of Option Holder;

9.3 An adjustment of the Exercise Price and/or the number of Options allocated and the computation upon which the same are based shall be notified as soon as possible to Option Holder in writing.

TERMS AND CONDITIONS FOR INCENTIVE OPTIONS GRANTED
TO MEMBERS OF THE ASML BOARD OF MANAGEMENT
UNDER THE ASML STOCK OPTION PLAN
- - CONDITIONAL STOCK OPTIONS - (Version April 2004)

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Article 10 – Taxes and Costs

10.1 All taxes and/or social insurance contributions payable as a result of the Options allocated and/or as a result of Option being owned and/or exercised by Option Holder or Option Holder’s heirs, including possible consequences of an amendment of the Option Conditions, shall be entirely for the account of Option Holder or Option Holder’s heirs as the case may be;

10.2 Option Holder, or Option Holder’s heirs as the case may be, shall be liable for all the costs relating to the exercise of Options, including but not limited to costs charged by stock brokers in connection with the acquired Shares resulting from the exercise of Options and the contiguous sale of such Shares;

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

Article 11 – Prevention of Insider Trading

Option Holder who, by not rejecting the Options granted as mentioned in Article 4, accepts the Option Conditions, shall at the same time, be deemed to accept the applicable “ASML Rules of Conduct concerning Insider Information” and to act accordingly.

Article 12 — Notices

12.1 Notices which must be given by ASML to Option Holder pursuant to or in connection with the Option Rules and/or the Option Conditions shall be regarded as correctly addressed if sent to the address of Option Holder as recorded in the Human Resources & Organisation Staff Records of the ASML Group Company;

12.2 Notices which must be given by Option Holder to ASML pursuant to or in connection with the Option Rules and/or the Option Conditions shall be regarded as correctly addressed if sent to the address of ASML as listed with the Chamber of Commerce, for the attention of the ASML Stock Option Administrator.

Article 13 — Disputes

13.1 The Option Rules, the Option Conditions, the annexes thereto, and all further documents relating to the Option Rules and/or the Option Conditions shall be governed by the laws of the Netherlands;

TERMS AND CONDITIONS FOR INCENTIVE OPTIONS GRANTED
TO MEMBERS OF THE ASML BOARD OF MANAGEMENT
UNDER THE ASML STOCK OPTION PLAN
- - CONDITIONAL STOCK OPTIONS - (Version April 2004)

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13.2 All disputes arising from the Option Rules, the Option Conditions, the annexes thereto, and further documents relating to the Option Rules and/or the Option Conditions, shall in the first instance, be settled by the District Court of Eindhoven.

Article 14 — Amendments

14.1 The Supervisory Board shall have the power to amend the Option Rules and/or Option Conditions or add further provisions to the same at any time;

14.2 Option Holder shall be informed of any amendments or measures as referred to in this Article in good time, in writing.

TERMS AND CONDITIONS FOR INCENTIVE OPTIONS GRANTED
TO MEMBERS OF THE ASML BOARD OF MANAGEMENT
UNDER THE ASML STOCK OPTION PLAN
- - CONDITIONAL STOCK OPTIONS - (Version April 2004)

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EX-4

TERMS AND CONDITIONS FOR
INCENTIVE OR NEW HIRE OPTIONS
GRANTED TO SENIOR AND EXECUTIVE MANAGEMENT
UNDER THE ASML STOCK OPTION PLAN
- CONDITIONAL STOCK OPTIONS - -

(VERSION July 2004)

TABLE OF CONTENTS

Related documents................................................................2
Article 1 -   Definitions........................................................3
Article 2 -   Scope and Object...................................................5
Article 3 -   Acquisition of Options.............................................5
Article 4 -   Acceptance of the Options..........................................5
Article 5 -   Option Period......................................................5
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....................................................9
Article 11 -  Prevention of Insider Trading......................................9
Article 12 -  Notices............................................................9
Article 13 -  Disputes...........................................................9
Article 14 -  Amendments........................................................10

Related documents

In these Option Conditions reference is made to the following documents:
-     ASML Stock Option Plan (version 2)
-     ASML Insider Trading Rules
These documents may be consulted on the ASML Intranet.

TERMS AND CONDITIONS FOR INCENTIVE OR NEW HIRE OPTIONS GRANTED
TO SENIOR AND EXECUTIVE MANAGEMENT
UNDER THE ASML STOCK OPTION PLAN
- CONDITIONAL STOCK OPTIONS – (Version July 2004)

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Article 1 - Definitions

In these Option Terms and Conditions and in related documents, the following terms shall have the meanings as defined in this Article, unless explicitly stated otherwise.

ASML	:	ASML Holding N.V., having its business address at De Run 6501 in Veldhoven;
ASML Group Company	:	an affiliated company of ASML, in which the affiliation is determined by section 24c of Book 2 of the Dutch Civil Code, irrespective of the jurisdiction of such company and irrespective of the place where it has its registered office;
Date of Grant	:	the date on which the Option is granted in writing, which date is fixed at July 16th, 2004;
Embargo Period	:	the period from July 16th, 2004 upto and including July 15th, 2007;
Employee	:	a natural person who on the Date of Grant is employed by ASML in job grades 92 through 95 and who is on her or an ASML Group Company’s payroll on that date;
Employer	:	ASML or ASML Group Company that employs Employee on the Date of Grant;
Exercise Price	:	the price for which Option Holder may acquire one Share upon the exercise of one Option;
Option	:	a right granted by Employer to Option Holder to acquire one Share at the end of the Option Period or the Revised Option Period against payment of the Exercise Price during the Option Period.  Options granted to United States residents or citizens will give such Option Holders the right to acquire Shares quoted on the NASDAQ while Options granted to all other Option Holders will give the right to acquire Shares quoted on the AEX;
Option Conditions	:	the present Terms and Conditions for Options granted to Senior Management and Executives under the ASML Stock Option Plan – conditional options – version July 2004, including any modifications subsequently introduced herein in conformity with the same;

TERMS AND CONDITIONS FOR INCENTIVE OR NEW HIRE OPTIONS GRANTED
TO SENIOR AND EXECUTIVE MANAGEMENT
UNDER THE ASML STOCK OPTION PLAN
- CONDITIONAL STOCK OPTIONS – (Version July 2004)

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

TERMS AND CONDITIONS FOR INCENTIVE OR NEW HIRE OPTIONS GRANTED
TO SENIOR AND EXECUTIVE MANAGEMENT
UNDER THE ASML STOCK OPTION PLAN
- CONDITIONAL STOCK OPTIONS – (Version July 2004)

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which he or she has been unable to cure such failure to perform his or her duties.  For Employees who are resident in the Netherlands, the term Cause shall have the meaning as stated in section 7:677 in conjunction with section 7:678 of the Dutch Civil Code at that time.

The terms defined above in the singular or in the plural shall also comprise the plural and vice versa, unless in the case concerned it can be inferred otherwise from the text of the Option Conditions.

Article 2 – Scope and Object

These Option Conditions are part of the Option Rules and contain the terms and conditions that are applicable to Option Holder pursuant to Article IV of the Option Rules.

Option Holder is aware of the fact that the value of the shares may fluctuate, and that ASML does not guarantee that Option Holder shall derive any benefit from the Options granted under this ASML Stock Option Plan – conditional options – version July 2004.

Nothing in these Option Conditions or related documents by themselves or in combination shall be construed as an expressed or implied contract of employment or a guarantee of continued future employment.

Article 3 – Acquisition of Options

Employee is granted Options under these Option Conditions on the Date of Grant by Employer.  The Options are granted in writing.

Article 4 – Acceptance of the Options

4.1	The Options shall be granted under the dissolving condition that within 10 (ten) days after the Date of Grant,  Employee does not inform Employer in writing that Employee does not wish these Options to be granted to Employee;
4.2	By not rejecting the grant as described in paragraph 1 of this Article, Employee accepts all of the Options granted pursuant to these Option Conditions;
4.3	Effective from the Date of Grant an Option Agreement will come into existence, unless Employee has rejected the Options as described in paragraph 1 of this Article.

TERMS AND CONDITIONS FOR INCENTIVE OR NEW HIRE OPTIONS GRANTED
TO SENIOR AND EXECUTIVE MANAGEMENT
UNDER THE ASML STOCK OPTION PLAN
- CONDITIONAL STOCK OPTIONS – (Version July 2004)

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Article 5 – Option Period

5.1	The Option Period shall be 10 (ten) years, counting from the Date of Grant and shall thus end on July 15th, 2014;
5.2	Options may only be exercised within the Option Period;
5.3	Options that have not been exercised within the Option Period shall lapse after the expiration of the Option Period;
5.4	Notwithstanding the provisions of paragraphs 1 through 3 of this Article, the Option Period may be extended under the circumstances as referred to in Article 8.5 by a maximum period of 12 (twelve) months.

Article 6 – Exercise Price

The Exercise Price shall be equal to the closing price “cum dividend” of an ordinary ASML Share on the Euronext Amsterdam (“AEX”) in the Netherlands on the Date of Grant. For United States residents or citizens, the Euro denominated Exercise Price will be converted into a United States Dollar Exercise Price by taking the Exercise Price defined in the first sentence of this Article and applying the Euro – United States Dollar exchange rate fixing on the Allocation Date as performed by the European Central Bank at or around 14.00 hours C.E.T.;

Article 7 – Transferability of the Option

7.1	The Option shall be strictly non-transferable and may not be encumbered with a pledge;
7.2	Devolution by last will or hereditary succession pursuant to the statutory provisions shall, however, not vitiate the Option;
7.3	Option Holder shall not be permitted to conclude any transaction in relation to the Options on Euronext, Amsterdam, the Netherlands, NASDAQ, New York, United States of America, or any other stock exchange;
7.4	In the event of Option Holder acting in contravention of the provisions of this Article, the Options of such Option Holder shall lapse.

Article 8 – Exercise of the Option

8.1 The Options may only be exercised on the last day of the Option Period.

TERMS AND CONDITIONS FOR INCENTIVE OR NEW HIRE OPTIONS GRANTED
TO SENIOR AND EXECUTIVE MANAGEMENT
UNDER THE ASML STOCK OPTION PLAN
- CONDITIONAL STOCK OPTIONS – (Version July 2004)

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

TERMS AND CONDITIONS FOR INCENTIVE OR NEW HIRE OPTIONS GRANTED
TO SENIOR AND EXECUTIVE MANAGEMENT
UNDER THE ASML STOCK OPTION PLAN
- CONDITIONAL STOCK OPTIONS – (Version July 2004)

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	Group Company or her legal predecessors.  For every additional year in excess of 55 (fifty five) years of age, Employee is required to have one year less of continued employment, until the age of 65 (sixty five) years. Employee is deemed to retire for these Option Conditions in case Employee leaves the employment of Employer at the age of 65 (sixty five) years with one or less years of continued employment with ASML, ASML Group Company or her legal predecessors.
8.7	If, during the Option Period, Employee is terminated for Cause by Employer or Employee is terminated by Employer on account of another reason imputable to Employee, regardless of whether employment activities have been terminated, any Options not yet exercised shall lapse forthwith. All Options that have thus become null and void will do so without Option Holder being entitled to any compensation in this respect from Employer or another ASML Group Company;
8.8	In case of termination of the employment relationship between Employee and Employer for reasons other than those mentioned in paragraph 6 or 7 of Article 8, without immediate re-employment of Employee by Employer or another ASML Group Company, all Options granted which are not exercised at the time of termination of the employment relationship shall lapse forthwith.  All Options that have thus become null and void will do so without Option Holder being entitled to any compensation in this respect from Employer or another ASML Group Company;
8.9	The Options may be exercised by Option Holder for the total number allocated or in tranches of 100 or multiples thereof (with the exception of the last tranche), with the provision that each exercise must take place within the Option Period, provided such exercise is not in conflict with the provisions of Article 11.

Article 9 – Dilution of Capital

9.1

If at any time the issued capital of ASML increases, for instance as a result of  (i) a resolution to issue shares with a pre-emption right for the holders of the Shares at that time outstanding, (ii) a stock dividend, or (iii) a capitalisation of reserves, the Exercise Price and/or the number of Options allocated may be adjusted in such a manner as the Supervisory Board shall then decide;

9.2

The adjustments by the Supervisory Board as referred to in Article 9.1 shall be binding after an independent accountant, and member of the Netherlands Institute for Registered Accountants [Nederlands Instituut voor Register Accountants], has issued a certificate stating that the adjustments have been determined in a reasonable manner.  Adjustment of the Exercise Price and or the number of Options shall take place on the day preceding the day on which notice was given of the aforementioned

TERMS AND CONDITIONS FOR INCENTIVE OR NEW HIRE OPTIONS GRANTED
TO SENIOR AND EXECUTIVE MANAGEMENT
UNDER THE ASML STOCK OPTION PLAN
- CONDITIONAL STOCK OPTIONS – (Version July 2004)

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	resolutions. Any tax and/or social insurance contributions payable as a result of the above shall be for the account of Option Holder;
9.3	An adjustment of the Exercise Price and/or the number of Options allocated and the computation upon which the same are based shall be notified as soon as possible to Option Holder in writing.

Article 10 – Taxes and Costs

10.1	All taxes and/or social insurance contributions payable as a result of the Options allocated and/or as a result of Option being owned and/or exercised by Option Holder or Option Holder’s heirs, including possible consequences of an amendment of the Option Conditions, shall be entirely for the account of Option Holder or Option Holder’s heirs as the case may be;
10.2	Option Holder, or Option Holder’s heirs as the case may be, shall be liable for all the costs relating to the exercise of Options, including but not limited to costs charged by stock brokers in connection with the acquired Shares resulting from the exercise of Options and the contiguous sale of such Shares;
10.3	Costs relating to the issue and/or acquisition of Shares in the capital of ASML shall be for the account of ASML.
Article 11 – Prevention of Insider Trading
Option Holder who, by not rejecting the Options granted as mentioned in Article 4, accepts the Option Conditions, shall at the same time, be deemed to accept the applicable “ASML Rules of Conduct concerning Insider Information” and to act accordingly.
Article 12 - Notices
12.1	Notices which must be given by ASML to Option Holder pursuant to or in connection with the Option Rules and/or the Option Conditions shall be regarded as correctly addressed if  sent to the address of Option Holder as recorded in the Human Resources & Organisation Staff Records of the ASML Group Company;
12.2	Notices which must be given by Option Holder to ASML pursuant to or in connection with the Option Rules and/or the Option Conditions shall be regarded as correctly addressed if sent to the address of ASML as listed with the Chamber of Commerce, for the attention of the ASML Stock Option Administrator.

TERMS AND CONDITIONS FOR INCENTIVE OR NEW HIRE OPTIONS GRANTED
TO SENIOR AND EXECUTIVE MANAGEMENT
UNDER THE ASML STOCK OPTION PLAN
- CONDITIONAL STOCK OPTIONS – (Version July 2004)

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Article 13 - Disputes
13.1	The Option Rules, the Option Conditions, the annexes thereto, and all further documents relating to the Option Rules and/or the Option Conditions shall be governed by the laws of the Netherlands;
13.2	All disputes arising from the Option Rules, the Option Conditions, the annexes thereto, and further documents relating to the Option Rules and/or the Option Conditions, shall in the first instance, be settled by the District Court of Eindhoven.
Article 14 - Amendments
14.1	The Supervisory Board shall have the power to amend the Option Rules and/or Option Conditions or add further provisions to the same at any time;
14.2	Option Holder shall be informed of any amendments or measures as referred to in this Article in good time, in writing.

TERMS AND CONDITIONS FOR INCENTIVE OR NEW HIRE OPTIONS GRANTED
TO SENIOR AND EXECUTIVE MANAGEMENT
UNDER THE ASML STOCK OPTION PLAN
- CONDITIONAL STOCK OPTIONS – (Version July 2004)

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EX-4

TERMS AND CONDITIONS FOR OPTIONS
GRANTED TO EXECUTIVE MANAGEMENT
OF ASML HOLDING GROUP COMPANIES
IN THE UNITED STATES OF AMERICA
UNDER THE ASML STOCK OPTION PLAN
— CONDITIONAL STOCK OPTIONS –

(VERSION January 2004)

TABLE OF CONTENTS

Related documentation..........................................................2
Article 1 - Definitions........................................................3
Article 2 - Scope and Object...................................................5
Article 3 - Allocation of Options..............................................5
Article 4 - Acceptance of the Options..........................................6
Article 5 - Option Period......................................................6
Article 6 - Exercise Price.....................................................7
Article 7 - Transferability of the Option......................................7
Article 8 - Exercise of the Option.............................................7
Article 9 - Dilution of Capital................................................9
Article 10 - Taxes and Costs...................................................9
Article 11 - Prevention of Inside Trading.....................................10
Article 12 - Notices..........................................................10
Article 13 - Disputes.........................................................10
Article 14 - Amendments.......................................................10

Related documents

In these option conditions reference is made to the following documents:
— ASML Stock Option Plan (version 2)
— ASML Rules of Conduct concerning Insider Information
These documents may be consulted on the ASML Intranet.

TERMS AND CONDITIONS FOR OPTIONS GRANTED
TO EXECUTIVE MANAGEMENT OF ASML HOLDING GROUP COMPANIES
IN THE UNITED STATES OF AMERICA
UNDER THE ASML STOCK OPTION PLAN
- - CONDITIONAL STOCK OPTIONS - (Version January 2004)

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Article 1 — Definitions

In these Option Conditions and the agreements arising from and relating thereto the following terms shall have the meanings as defined in this Article, unless explicitly stated otherwise.

Allocation Date : the date of allocation of an Option, being two days after the publication of the annual results for 2003 being January 19th, 2004;

Application Form : the Stock Options for Performance Related Bonus 2003 Plan Executive Management Application Form (Salary Grade 94 or 95) of ASML Holding Group Companies in the United States, on the basis of which Options are allocated to Employees;

ASML : ASML Holding N.V., having its business address at De Run 6501 in Veldhoven, the Netherlands;

Embargo Period : the period from January 19th, 2004 up to and including January 18th, 2007;

Employee : a natural person who on the Allocation Date is employed by an ASML Group Company in the United States of America in a position with job grade 94 or 95, and who is on its payroll or who has been assigned abroad as an expatriate or ITA by an ASML Group Company in the United States of America;

Employer : ASML or Group Company that employs Employee on the Allocation Date;

Exercise Price : the price for which Option Holder may acquire one Share upon the exercise of one Option;

Group Company : 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 predecessors of aforementioned legal entities;

TERMS AND CONDITIONS FOR OPTIONS GRANTED
TO EXECUTIVE MANAGEMENT OF ASML HOLDING GROUP COMPANIES
IN THE UNITED STATES OF AMERICA
UNDER THE ASML STOCK OPTION PLAN
- - CONDITIONAL STOCK OPTIONS - (Version January 2004)

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Option : a right granted by Employer to Option Holder 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 terms and conditions for Options granted to Executive Management of ASML Holding Group Companies in the United States under the ASML Stock Option Plan – conditional options – version January 2004, including any modifications subsequently introduced herein in conformity with the same;

Option Holder :

Option Period : the period during which the Option may be exercised;

Option Rules : the ASML Stock Option Plan (version 2) including any modifications subsequently introduced therein in conformity with the same, on which these Option Conditions are based;

Revised Option
Period : the applicable Option Period for all – or a part of – the Options after approval by Employer of a request by Option Holder as mentioned in Article 8;

Share : an ordinary share with a nominal value of EURO 0.02 (two EURO Cents) in the share capital of ASML, which share is listed on the Euronext Amsterdam (“AEX”) in the Netherlands, or the NASDAQ Stock Market (“NASDAQ”), New York City, New York, USA, which share is acquired by Option Holder by exercising an Option granted under these Option Conditions;

TERMS AND CONDITIONS FOR OPTIONS GRANTED
TO EXECUTIVE MANAGEMENT OF ASML HOLDING GROUP COMPANIES
IN THE UNITED STATES OF AMERICA
UNDER THE ASML STOCK OPTION PLAN
- - CONDITIONAL STOCK OPTIONS - (Version January 2004)

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Termination for
Cause : Cause shall mean (i) any act of personal dishonesty taken by Employee in connection with his or her responsibilities as Employee and intended to result in a personal enrichment of Employee, (ii) conviction of a felony, (iii) a willful act by Employee that constitutes gross misconduct and is injurious to Employer, and (iv) continued violations by Employee of his or her obligations to Employer which are demonstrably willful and deliberate on his or her part after (a) there has been delivered to Employee a written demand for performance from Employer that describes the basis for the belief that he or she has not substantially performed his or her duties set forth in specific goals to cure such defaults, and (b) he or she has been given 30 (thirty) days during which he or she has been unable to cure such failure to perform his or her duties. For Employees who are resident in the Netherlands, the term Cause shall have the meaning as stated in section 7:677 in conjunction with section 7:678 of the Dutch Civil Code at that time.

The terms defined above in the singular or in the plural shall also comprise the plural and vice versa, unless in the case in concerned it can be inferred otherwise from the text of the Option Conditions.

Article 2 – Scope and Object

These Option Conditions are part of the Option Rules and contain the terms and conditions that are applicable to Option Holder pursuant to article IV of the Option Rules.

Option Holder is aware of the fact that the value of the shares may rise or fall, and that ASML does not guarantee that Option Holder will derive any benefit from participating in the ASML Stock Option Plan – conditional options – version January 2004.

Nothing in these Option Conditions or related documents by themselves or in combination shall be construed as an expressed or implied contract of employment or a guarantee of continued future employment.

Article 3 – Allocation of Options

3.1 Options shall be allocated at the request of Employee. Options shall be allocated pro rated to the number of Options requested by 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 which is done at Employee’s sole discretion, Employee must pay Employer a net amount equal to USD 2.60 (two United States DOLLARS and sixty United States DOLLAR Cents) multiplied by the number of Options allocated to such Employee. The number of Options allocated to Employee will equal up to a maximum of Employee’s actual 2003 gross performance related bonus amount divided by USD 5.20 (five United States DOLLARS and twenty United States DOLLAR Cents), taking into account the provisions of paragraph 1 of this Article. For the purposes of allocating Options, the aforementioned gross performance related bonus amount will, however, not exceed 15% of Employee’s gross annual base salary.

TERMS AND CONDITIONS FOR OPTIONS GRANTED
TO EXECUTIVE MANAGEMENT OF ASML HOLDING GROUP COMPANIES
IN THE UNITED STATES OF AMERICA
UNDER THE ASML STOCK OPTION PLAN
- - CONDITIONAL STOCK OPTIONS - (Version January 2004)

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3.3 To be eligible for Options a fully completed and signed Application Form must have been received by the Salary Accounts Department in Veldhoven, no later than on January 18^th, 2004;

3.4 Options shall be allocated on the basis of the Application Form. For each Option allocated, Employee shall pay USD 2.60 (two United States DOLLARS and sixty United States DOLLAR Cents) to Employer from Employee’s net (after tax and/or social security tax) income, at the time when Employer normally pays out 2003 performance related bonus amounts.

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, Employee accepts (i) all of the Options that may be allocated, and (ii) the Option Rules and the Option Conditions;

4.2 Employee shall be informed in writing of 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 (ten) years, counting from the Allocation Date and shall thus end on January 18th, 2014;

5.2 Options may only be exercised within the Option Period;

5.3 Options that have not been exercised within the Option Period shall lapse after the expiration of the Option Period and become null and void;

5.4 Notwithstanding the provisions of paragraphs 1 through 3 of this Article, the Option Period may be extended under the circumstances as referred to in Article 8.5 by a maximum period of 12 (twelve) months.

TERMS AND CONDITIONS FOR OPTIONS GRANTED
TO EXECUTIVE MANAGEMENT OF ASML HOLDING GROUP COMPANIES
IN THE UNITED STATES OF AMERICA
UNDER THE ASML STOCK OPTION PLAN
- - CONDITIONAL STOCK OPTIONS - (Version January 2004)

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Article 6 – Exercise Price

The Exercise Price shall be equal to the closing price “cum dividend” of an ordinary ASML share on Euronext, Amsterdam (“AEX”) in the Netherlands on the Allocation Date. For United States residents or citizens, the Euro denominated Exercise Price will be converted into a United States Dollar Exercise Price by taking the Exercise Price defined in the first sentence of this Article and applying the Euro – United States Dollar exchange rate fixing on the Allocation Date as performed by the European Central Bank at or around 14.00 hours C.E.T.;

Article 7 – Transferability of the Option

7.1 The Option shall be strictly non-transferable and may not be encumbered with a pledge;

7.2 Devolution by last will or hereditary succession pursuant to the statutory provisions shall, however, not vitiate the Option;

7.3 Option Holder shall not be permitted to conclude any transaction in relation to the Options on Euronext Amsterdam, the Netherlands , NASDAQ, New York, United States of America, or any other stock exchange;

7.4 In the event of 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 only be exercised on the last day of the Option Period.

8.2 At the request of Option Holder the Option Period may be shortened for all or part of the Options. The Revised Option Period will then replace the Option Period for part or all the Options, whichever the request may be. On the last day of the Revised Option Period Option Holder may exercise the Options for which Option Holder has requested the Revised Option Period. In the written request Option Holder is required to notify Employer of the requested end date of the Revised Option Period;

8.3 A written request for a Revised Option Period during the Embargo Period shall not be honoured by Employer;

8.4 When exercising the Options Option Holder must comply with the “ASML Rules of Conduct concerning Insider Information”, as in force at the time of exercising;

TERMS AND CONDITIONS FOR OPTIONS GRANTED
TO EXECUTIVE MANAGEMENT OF ASML HOLDING GROUP COMPANIES
IN THE UNITED STATES OF AMERICA
UNDER THE ASML STOCK OPTION PLAN
- - CONDITIONAL STOCK OPTIONS - (Version January 2004)

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8.5 In case of termination of the employment relationship between Employee and Employer due to Employee’s (i) death, or (ii) incapability to act, the Options may be exercised during the entire Option Period, after the Embargo Period has expired. In case the remaining Option Period, measured from the moment of termination for aforementioned reasons, consists of less than 12 (twelve) months, the Option Period will be extended such that the remaining Option Period will be at least 12 (twelve) months counting from the date of the termination. Therefore, if the date of termination for reasons mentioned in the first sentence of this Article, falls within 12 (twelve) months before the end of the Option Period as defined in Article 5.1, the Option Period will effectively be prolonged beyond the period as defined in Article 5.1;

In case of termination of the employment relationship between Employee and Employer due to Employee’s (iii) retirement or (iv) occupational disability (within the meaning of the Dutch Disablement Benefits Act [Wet op de Arbeidsongeschiktheids-verzekering]), the Options may be exercised during the entire Option Period, after the Embargo Period has expired;

Retirement for these Option Conditions is defined as (a) leaving the employment of Employer at the age of 55 (fifty five) years or later in case Employee is eligible to (early) retirement payments paid by a State, Federal or private pension fund, or (b) leaving the employment of Employer under the “Rule of 65” without being eligible to (early) retirement payments paid by a State, Federal or private pension fund.

The “Rule of 65” determines that Employee is deemed to retire for these Option Conditions in case Employee leaves the employment of Employer at the age of 55 (fifty five) years after 10 (ten) years of continued employment with ASML, a Group Company or its legal predecessors. For every additional year in excess of 55 (fifty five) years of age, Employee is required to have one year less of continued employment, until the age of 65 (sixty five) years. Employee is deemed to retire for these Option Conditions in case Employee leaves the employment of Employer at the age of 65 (sixty five) years with one or less years of continued employment with ASML, a Group Company or her legal predecessors.

8.6 If, during the Option Period, Employee is terminated for Cause by Employer or Employee is terminated by Employer on account of another reason imputable to Employee, regardless of whether employment has been terminated, any Options not yet exercised shall lapse forthwith. All Options that have thus become null and void will do so without Employee being entitled to any compensation in this respect from Employer or another Group Company;

8.7 In case of termination of the employment relationship, during or after the Embargo Period, between Employee and Employer for reasons other than those mentioned in Article 8, paragraphs 5 and 6, the Options may be exercised during the Option Period, provided such exercise is not in conflict with the provisions of paragraphs 1 through 4, and paragraph 8 of this Article. If the Options are not exercised within the Option Period, the Options shall lapse.

TERMS AND CONDITIONS FOR OPTIONS GRANTED
TO EXECUTIVE MANAGEMENT OF ASML HOLDING GROUP COMPANIES
IN THE UNITED STATES OF AMERICA
UNDER THE ASML STOCK OPTION PLAN
- - CONDITIONAL STOCK OPTIONS - (Version January 2004)

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8.8 The Options may be exercised by Option Holder for the total number allocated or in tranches of 100 or multiples thereof (with the exception of the last tranche), with the provision that each exercise must take place within the Option Period, provided such exercise is not in conflict with the provisions of Article 11;

8.9 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 and/or the number of Options shall take place on the day preceding the day on which notice was given of the aforementioned resolutions. Any tax and/or social insurance consequences resulting from the above shall be for the account of Option Holder;

9.3 An adjustment of the Exercise Price and/or the number of Options allocated and the computation upon which the same are based shall be notified as soon as possible to Option Holder in writing.

Article 10 – Taxes and Costs

10.1 All taxes and/or social insurance contributions payable as a result of the Options allocated and/or as a result of Option being owned and/or exercised by Option Holder, including possible consequences of an amendment of the Option Conditions, shall be entirely for the account of Option Holder;

TERMS AND CONDITIONS FOR OPTIONS GRANTED
TO EXECUTIVE MANAGEMENT OF ASML HOLDING GROUP COMPANIES
IN THE UNITED STATES OF AMERICA
UNDER THE ASML STOCK OPTION PLAN
- - CONDITIONAL STOCK OPTIONS - (Version January 2004)

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10.2 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 acquired Shares resulting from the exercise of Options and the contiguous sale of such Shares;

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

Article 11 – Prevention of Insider Trading

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.

Article 12 — Notices

12.1 Notices which must be given by ASML to Option Holder pursuant to or in connection with the Option Rules and/or the Option Conditions shall be regarded as correctly addressed if sent to the address of Option Holder as recorded in the Staff Records Department of ASML or the Group Company;

12.2 Notices which must be given by Option Holder to ASML pursuant to or in connection with the Option Rules and/or the Option Conditions shall be regarded as correctly addressed if sent to the address of ASML as listed with the Chamber of Commerce, for the attention of the ASML Option Administrator.

Article 13 — Disputes

13.1 The Option Rules, the Option Conditions, the annexes thereto, and all further documents related to the Option Rules and/or the Option Conditions shall be governed by the laws of the Netherlands;

13.2 All disputes arising from the Option Rules, the Option Conditions, the annexes thereto, and further documents 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 and/or Option Conditions or add further provisions to the same at any time;

14.2 Option Holder shall be informed of any amendments or measures as referred to in this Article in good time, in writing.

TERMS AND CONDITIONS FOR OPTIONS GRANTED
TO EXECUTIVE MANAGEMENT OF ASML HOLDING GROUP COMPANIES
IN THE UNITED STATES OF AMERICA
UNDER THE ASML STOCK OPTION PLAN
- - CONDITIONAL STOCK OPTIONS - (Version January 2004)

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EX-4

TERMS AND CONDITIONS FOR OPTIONS
GRANTED TO SENIOR MANAGEMENT
OF ASML HOLDING GROUP COMPANIES
IN THE UNITED STATES OF AMERICA
UNDER THE ASML STOCK OPTION PLAN
— CONDITIONAL STOCK OPTIONS –

(VERSION January 2004)

TABLE OF CONTENTS

Related documents............................................................2
Article 1 -   Definitions....................................................3
Article 2 -   Scope and Object...............................................5
Article 3 -   Acquisition of Options.........................................5
Article 4 -   Acceptance of the Options......................................6
Article 5 -   Option Period..................................................6
Article 6 -   Exercise Price.................................................7
Article 7 -   Transferability of the Option..................................7
Article 8 -   Exercise of the Option.........................................7
Article 9 -   Dilution of Capital............................................9
Article 10 -  Taxes and Costs................................................9
Article 11 -  Prevention of Insider Trading.................................10
Article 12 -  Notices.......................................................10
Article 13 -  Disputes......................................................10
Article 14 -  Amendments....................................................10

Related documents

In these Option Conditions reference is made to the following documents:

—  ASML Stock Option Plan (version 2)

—  ASML Rules of Conduct concerning Insider Information

These documents may be consulted on the ASML Intranet.

TERMS AND CONDITIONS FOR OPTIONS GRANTED
TO SENIOR MANAGEMENT OF ASML HOLDING GROUP COMPANIES
IN THE UNITED STATES OF AMERICA
UNDER THE ASML STOCK OPTION PLAN
- - CONDITIONAL STOCK OPTIONS - (Version January 2004)

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Article 1 — Definitions

In these Option Terms and Conditions and in related documents, the following terms shall have the meanings as defined in this Article, unless explicitly stated otherwise.

Allocation Date : the date of allocation of an Option, being two days after the publication of the annual results for 2003 being January 19th, 2004;

Application Form : the Stock Options for Performance Related Bonus 2003 Plan Senior Management Application Form (Salary Grade 92 or 93) of ASML Holding Group Companies in the United States, on the basis of which Options are allocated to Employees;

ASML : ASML Holding N.V., having its business address at De Run 6501 in Veldhoven, the Netherlands;

Embargo Period : the period from January 19th, 2004 up to and including January 18th, 2007;

Employee : a natural person who on the Allocation Date is employed by an ASML Group Company in the United States of America in a position with job grade 92 or 93, and who is on its payroll or who has been assigned abroad as an expatriate or ITA by an ASML Group Company in the United States of America;

Employer : ASML or Group Company that employs Employee on the Allocation Date;

Exercise Price : the price for which Option Holder may acquire one Share upon the exercise of one Option;

Group Company : 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 predecessors of aforementioned legal entities;

TERMS AND CONDITIONS FOR OPTIONS GRANTED
TO SENIOR MANAGEMENT OF ASML HOLDING GROUP COMPANIES
IN THE UNITED STATES OF AMERICA
UNDER THE ASML STOCK OPTION PLAN
- - CONDITIONAL STOCK OPTIONS - (Version January 2004)

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Option : a right granted by Employer to Option Holder 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 terms and conditions for Options granted to Senior Management of ASML Holding Group Companies in the United States under the ASML Stock Option Plan – conditional options – version January 2004, 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 an Employee of ASML or who has become the holder of such Option by virtue of being Employee’s heir;

Option Period : the period during which the Option may be exercised;

Option Rules : the ASML Stock Option Plan (version 2) including any modifications subsequently introduced therein in conformity with the same, on which these Option Conditions are based;

Revised Option Period : the applicable Option Period for all – or a part of – the Options after approval by Employer of a request by Option Holder as mentioned in Article 8;

Share : an ordinary share with a nominal value of EURO 0.02 (two EURO Cents) in the share capital of ASML, which share is listed on the Euronext Amsterdam (“AEX”) in the Netherlands, or the NASDAQ Stock Market (“NASDAQ”), New York City, New York, USA, which share is acquired by Option Holder by exercising an Option granted under these Option Conditions;

Termination for Cause : Cause shall mean (i) any act of personal dishonesty taken by Employee in connection with his or her responsibilities as Employee and intended to result in a

TERMS AND CONDITIONS FOR OPTIONS GRANTED
TO SENIOR MANAGEMENT OF ASML HOLDING GROUP COMPANIES
IN THE UNITED STATES OF AMERICA
UNDER THE ASML STOCK OPTION PLAN
- CONDITIONAL STOCK OPTIONS - (Version January 2004)

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: personal enrichment of Employee, (ii) conviction of a felony, (iii) a willful act by Employee that constitutes gross misconduct and is injurious to Employer, and (iv) continued violations by Employee of his or her obligations to Employer which are demonstrably willful and deliberate on his or her part after (a) there has been delivered to Employee a written demand for performance from Employer that describes the basis for the belief that he or she has not substantially performed his or her duties set forth in specific goals to cure such defaults, and (b) he or she has been given 30 (thirty) days during which he or she has been unable to cure such failure to perform his or her duties. For Employees who are resident in the Netherlands, the term Cause shall have the meaning as stated in section 7:677 in conjunction with section 7:678 of the Dutch Civil Code at that time.

The terms defined above in the singular or in the plural shall also comprise the plural and vice versa, unless in the case concerned it can be inferred otherwise from the text of the Option Conditions.

Article 2 – Scope and Object

These Option Conditions are part of the Option Rules and contain the terms and conditions that are applicable to Option Holder pursuant to article IV of the Option Rules.

Option Holder is aware of the fact that the value of the shares may rise or fall, and that ASML does not guarantee that Option Holder will derive any benefit from participating in the ASML Stock Option Plan – conditional options – version January 2004.

Nothing in these Option Conditions or related documents by themselves or in combination shall be construed as an expressed or implied contract of employment or a guarantee of continued future employment.

Article 3 – Acquisition of Options

Employee is granted Options under these Option Conditions on the Date of Grant by Employer. The Options are granted in writing.

3.1 Options shall be allocated at the request of Employee. Options shall be allocated pro
rated to the number of Options requested by 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 which is done at Employee's
sole discretion, Employee must pay Employer a net amount equal to USD 2.60 (two United
States DOLLARS and sixty United States DOLLAR Cents) multiplied by the

TERMS AND CONDITIONS FOR OPTIONS GRANTED
TO SENIOR MANAGEMENT OF ASML HOLDING GROUP COMPANIES
IN THE UNITED STATES OF AMERICA
UNDER THE ASML STOCK OPTION PLAN
- CONDITIONAL STOCK OPTIONS - (Version January 2004)

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number of Options allocated to such Employee. The number of Options allocated to Employee will equal up to a maximum of Employee's actual 2003 gross performance related bonus amount divided by
USD 5.20 (five United States DOLLARS and twenty United States DOLLAR Cents), taking into
account the provisions of paragraph 1 of this Article.

3.3 To be eligible for Options a fully completed and signed Application Form must have been received by the Salary Accounts Department in Veldhoven, no later than on January 18^th, 2004;

3.4 Options shall be allocated on the basis of the Application Form. For each Option
allocated, Employee shall pay USD 2.60 (two United States DOLLARS and sixty United States
DOLLAR Cents) to Employer from Employee's net (after tax and/or social security tax)
income, at the time when Employer normally pays out 2003 performance related bonus
amounts.

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, Employee accepts (i) all of the Options that may be allocated, and (ii) the Option Rules and the Option Conditions;

4.2 Employee shall be informed in writing of 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 (ten) years, counting from the Allocation Date and shall thus end on January 18^th, 2014;

5.2 Options may only be exercised within the Option Period;

5.3 Options that have not been exercised within the Option Period shall lapse after the expiration of the Option Period and become null and void;

5.4 Notwithstanding the provisions of paragraphs 1 through 3 of this Article, the Option Period may be extended under the circumstances as referred to in Article 8.5 by a maximum period of 12 (twelve) months.

TERMS AND CONDITIONS FOR OPTIONS GRANTED
TO SENIOR MANAGEMENT OF ASML HOLDING GROUP COMPANIES
IN THE UNITED STATES OF AMERICA
UNDER THE ASML STOCK OPTION PLAN
- CONDITIONAL STOCK OPTIONS - (Version January 2004)

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Article 6 – Exercise Price

The Exercise Price shall be equal to the closing price “cum dividend” of an ordinary ASML share on Euronext, Amsterdam (“AEX”) in the Netherlands on the Allocation Date. For United States residents or citizens, the Euro denominated Exercise Price will be converted into a United States Dollar Exercise Price by taking the Exercise Price defined in the first sentence of this Article and applying the Euro – United States Dollar exchange rate fixing on the Allocation Date as performed by the European Central Bank at or around 14.00 hours C.E.T.;

Article 7 – Transferability of the Option

7.1 The Option shall be strictly non-transferable and may not be encumbered with a pledge;

7.2 Devolution by last will or hereditary succession pursuant to the statutory provisions shall, however, not vitiate the Option;

7.3 Option Holder shall not be permitted to conclude any transaction in relation to the Options on Euronext Amsterdam, the Netherlands , NASDAQ, New York, United States of America, or any other stock exchange;

7.4 In the event of 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 only be exercised on the last day of the Option Period.

8.2 At the request of Option Holder the Option Period may be shortened for all or part of the Options. The Revised Option Period will then replace the Option Period for part or all the Options, whichever the request may be. On the last day of the Revised Option Period Option Holder may exercise the Options for which Option Holder has requested the Revised Option Period. In the written request Option Holder is required to notify Employer of the requested end date of the Revised Option Period.

8.3 A written request for a Revised Option Period during the Embargo Period shall not be honoured by Employer;

8.4 When exercising the Options Option Holder must comply with the “ASML Rules of Conduct concerning Insider Information”, as in force at the time of exercising;

TERMS AND CONDITIONS FOR OPTIONS GRANTED
TO SENIOR MANAGEMENT OF ASML HOLDING GROUP COMPANIES
IN THE UNITED STATES OF AMERICA
UNDER THE ASML STOCK OPTION PLAN
- CONDITIONAL STOCK OPTIONS - (Version January 2004)

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8.5 In case of termination of the employment relationship between Employee and Employer due to Employee’s (i) death, or (ii) incapability to act, the Options may be exercised during the entire Option Period, after the Embargo Period has expired. In case the remaining Option Period, measured from the moment of termination for aforementioned reasons, consists of less than 12 (twelve) months, the Option Period will be extended such that the remaining Option Period will be at least 12 (twelve) months counting from the date of the termination. Therefore, if the date of termination for reasons mentioned in the first sentence of this Article, falls within 12 (twelve) months before the end of the Option Period as defined in Article 5.1, the Option Period will effectively be prolonged beyond the period as defined in Article 5.1;

In case of termination of the employment relationship between Employee and Employer due to Employee’s (iii) retirement or (iv) occupational disability (within the meaning of the Dutch Disablement Benefits Act [Wet op de Arbeidsongeschiktheids-verzekering]), the Options may be exercised during the entire Option Period, after the Embargo Period has expired;

Retirement for these Option Conditions is defined as (a) leaving the employment of Employer at the age of 55 (fifty five) years or later in case Employee is eligible to (early) retirement payments paid by a State, Federal or private pension fund, or (b) leaving the employment of Employer under the “Rule of 65” without being eligible to (early) retirement payments paid by a State, Federal or private pension fund.

The “Rule of 65” determines that Employee is deemed to retire for these Option Conditions in case Employee leaves the employment of Employer at the age of 55 (fifty five) years after 10 (ten) years of continued employment with ASML, a Group Company or its legal predecessors. For every additional year in excess of 55 (fifty five) years of age, Employee is required to have one year less of continued employment, until the age of 65 (sixty five) years. Employee is deemed to retire for these Option Conditions in case Employee leaves the employment of Employer at the age of 65 (sixty five) years with one or less years of continued employment with ASML, a Group Company or her legal predecessors.

8.6 If, during the Option Period, Employee is terminated for Cause by Employer or Employee is terminated by Employer on account of another reason imputable to Employee, regardless of whether employment has been terminated, any Options not yet exercised shall lapse forthwith. All Options that have thus become null and void will do so without Employee being entitled to any compensation in this respect from Employer or another Group Company;

8.7 In case of termination of the employment relationship, during or after the Embargo Period, between Employee and Employer for reasons other than those mentioned in

TERMS AND CONDITIONS FOR OPTIONS GRANTED
TO SENIOR MANAGEMENT OF ASML HOLDING GROUP COMPANIES
IN THE UNITED STATES OF AMERICA
UNDER THE ASML STOCK OPTION PLAN
- CONDITIONAL STOCK OPTIONS - (Version January 2004)

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Article 8, paragraphs 5 and 6, the Options may be exercised during the Option Period, provided such exercise is not in conflict with the provisions of paragraphs 1 through 4, and paragraph 8 of this Article. If the Options are not exercised within the Option Period, the Options shall lapse.

8.8 The Options may be exercised by Option Holder for the total number allocated or in tranches of 100 or multiples thereof (with the exception of the last tranche), with the provision that each exercise must take place within the Option Period, provided such exercise is not in conflict with the provisions of Article 11;

8.9 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 and or the number of Options shall take place on the day preceding the day on which notice was given of the aforementioned resolutions. Any tax and/or social insurance consequences resulting from the above shall be for the account of Option Holder;

9.3 An adjustment of the Exercise Price and/or the number of Options allocated and the computation upon which the same are based shall be notified as soon as possible to Option Holder in writing.

Article 10 – Taxes and Costs

10.1 All taxes and/or social insurance contributions payable as a result of the Options allocated and/or as a result of Option being owned and/or exercised by Option Holder, including possible consequences of an amendment of the Option Conditions, shall be entirely for the account of Option Holder;

TERMS AND CONDITIONS FOR OPTIONS GRANTED
TO SENIOR MANAGEMENT OF ASML HOLDING GROUP COMPANIES
IN THE UNITED STATES OF AMERICA
UNDER THE ASML STOCK OPTION PLAN
- CONDITIONAL STOCK OPTIONS - (Version January 2004)

9/10

Article 10 – Taxes and Costs

10.2 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 acquired Shares resulting from the exercise of Options and the contiguous sale of such Shares;

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

Article 11 – Prevention of Insider Trading

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.

Article 12 — Notices

12.1 Notices which must be given by ASML to Option Holder pursuant to or in connection with the Option Rules and/or the Option Conditions shall be regarded as correctly addressed if sent to the address of Option Holder as recorded in the Staff Records Department of ASML or the Group Company;

12.2 Notices which must be given by Option Holder to ASML pursuant to or in connection with the Option Rules and/or the Option Conditions shall be regarded as correctly addressed if sent to the address of ASML as listed with the Chamber of Commerce, for the attention of the ASML Option Administrator.

Article 13 — Disputes

13.1 The Option Rules, the Option Conditions, the annexes thereto, and all further documents relating to the Option Rules and/or the Option Conditions shall be governed by the laws of the Netherlands;

13.2 All disputes arising from the Option Rules, the Option Conditions, the annexes thereto, and further documents 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 and/or Option Conditions or add further provisions to the same at any time;

14.2 Option Holder shall be informed of any amendments or measures as referred to in this Article in good time, in writing.

TERMS AND CONDITIONS FOR OPTIONS GRANTED
TO SENIOR MANAGEMENT OF ASML HOLDING GROUP COMPANIES
IN THE UNITED STATES OF AMERICA
UNDER THE ASML STOCK OPTION PLAN
- CONDITIONAL STOCK OPTIONS - (Version January 2004)

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EX-4

TERMS AND CONDITIONS FOR
INCENTIVE OR NEW HIRE OPTIONS
GRANTED TO EMPLOYEES
UNDER THE ASML STOCK OPTION PLAN
— CONDITIONAL STOCK OPTIONS –

(VERSION January 2004)

TABLE OF CONTENTS

Related documents..............................................................2
Article 1 -   Definitions......................................................3
Article 2 -   Scope and Object.................................................5
Article 3 -   Acquisition of Options...........................................5
Article 4 -   Acceptance of the Options........................................5
Article 5 -   Option Period....................................................5
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 Insider Trading....................................9
Article 12 -  Notices..........................................................9
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 Insider Trading Rules
These documents may be consulted on the ASML Intranet.

TERMS AND CONDITIONS FOR INCENTIVE OR NEW HIRE OPTIONS GRANTED
TO EMPLOYEES UNDER THE ASML STOCK OPTION PLAN
- - CONDITIONAL STOCK OPTIONS - (Version January 2004)

2/10

Article 1 — Definitions

In these Option Terms and Conditions and in related documents, the following terms shall have the meanings as defined in this Article, unless explicitly stated otherwise.

ASML : ASML Holding N.V., having its business address at De Run 6501 in Veldhoven;

ASML Group
Company : an affiliated company of ASML, in which the affiliation is determined by section 24c of Book 2 of the Dutch Civil Code, irrespective of the jurisdiction of such company and irrespective of the place where it has its registered office;

Date of Grant : the date on which the Option is granted in writing, which date is fixed at January ^19th, 2004;

Embargo Period : the period from January 19^th, 2004 upto and including January 18^th, 2007

Employee : a natural person who on the Date of Grant is employed by ASML in job grades 81 through 91 and who is on her or an ASML Group Company's payroll on that date;

Employer : ASML or ASML Group Company that employs Employee on the Date of Grant;

Exercise Price : the price for which Option Holder may acquire one Share upon the exercise of one Option;

Option : a right granted by Employer to Option Holder to acquire one Share at the end of the Option Period or the Revised Option Period against payment of the Exercise Price during the Option Period. Options granted to United States residents or citizens will give such Option Holders the right to acquire Shares quoted on the NASDAQ while Options granted to all other Option Holders will give the right to acquire Shares quoted on the AEX;

Option Conditions : the present Terms and Conditions for Options granted to Senior Management and Executives under the ASML Stock Option Plan – conditional options – version January 2004, including any modifications subsequently introduced herein in conformity with the same;

TERMS AND CONDITIONS FOR INCENTIVE OR NEW HIRE OPTIONS GRANTED
TO EMPLOYEES UNDER THE ASML STOCK OPTION PLAN
- - CONDITIONAL STOCK OPTIONS - (Version January 2004)

3/10

Option Holder : the holder of an Option, being the person to whom an Option has been granted in writing and who at the time of granting of such Option is an Employee of ASML or who has become the holder of such Option by virtue of being Employee’s heir;

Option Period : the period during which the Option may be exercised;

Option Rules : the ASML Stock Option Plan (version 2) including any modifications subsequently introduced therein in conformity with the same, on which these Option Conditions are based;

Revised
Option Period : the applicable Option Period for all – or a part of – the Options after approval by Employer of a request by Option Holder as mentioned in Article 8;

Share : an ordinary share with a nominal value of EURO 0.02 (two EURO Cents) in the share capital of ASML, which share is listed on the Euronext Amsterdam (“AEX”) in the Netherlands, or the NASDAQ Stock Market (“NASDAQ”), New York City, New York, USA, which share is acquired by Option Holder by exercising an Option granted under these Option Conditions;

Termination
for Cause : Cause shall mean (i) any act of personal dishonesty taken by Employee in connection with his or her responsibilities as Employee and intended to result in a personal enrichment of Employee, (ii) conviction of a felony, (iii) a willful act by Employee that constitutes gross misconduct and is injurious to Employer, and (iv) continued violations by Employee of his or her obligations to Employer which are demonstrably willful and deliberate on his or her part after (a) there has been delivered to Employee a written demand for performance from Employer that describes the basis for the belief that he or she has not substantially performed his or her duties set forth in specific goals to cure such defaults, and (b) he or she has been given 30 (thirty) days during which he or she has been unable to cure such failure to perform his or her duties. For Employees who are resident in the Netherlands, the term Cause shall have the meaning as stated in section 7:677 in conjunction with section 7:678 of the Dutch Civil Code at that time.

TERMS AND CONDITIONS FOR INCENTIVE OR NEW HIRE OPTIONS GRANTED
TO EMPLOYEES UNDER THE ASML STOCK OPTION PLAN
- - CONDITIONAL STOCK OPTIONS - (Version January 2004)

4/10

The terms defined above in the singular or in the plural shall also comprise the plural and vice versa, unless in the case concerned it can be inferred otherwise from the text of the Option Conditions.

Article 2 – Scope and Object

These Option Conditions are part of the Option Rules and contain the terms and conditions that are applicable to Option Holder pursuant to Article IV of the Option Rules.

Option Holder is aware of the fact that the value of the shares may fluctuate, and that ASML does not guarantee that Option Holder shall derive any benefit from the Options granted under this ASML Stock Option Plan – conditional options – version January 2004.

Nothing in these Option Conditions or related documents by themselves or in combination shall be construed as an expressed or implied contract of employment or a guarantee of continued future employment.

Article 3 – Acquisition of Options

Employee is granted Options under these Option Conditions on the Date of Grant by Employer. The Options are granted in writing.

Article 4 – Acceptance of the Options

4.1 The Options shall be granted under the dissolving condition that within 10 (ten) days after the Date of Grant, Employee does not inform Employer in writing that Employee does not wish these Options to be granted to Employee;

4.2 By not rejecting the grant as described in paragraph 1 of this Article, Employee accepts all of the Options granted pursuant to these Option Conditions;

4.3 Effective from the Date of Grant an Option Agreement will come into existence, unless Employee has rejected the Options as described in paragraph 1 of this Article.

Article 5 – Option Period

5.1 The Option Period shall be 10 (ten) years, counting from the Date of Grant and shall thus end on January 18th, 2014;

5.2 Options may only be exercised within the Option Period;

TERMS AND CONDITIONS FOR INCENTIVE OR NEW HIRE OPTIONS GRANTED
TO EMPLOYEES UNDER THE ASML STOCK OPTION PLAN
- - CONDITIONAL STOCK OPTIONS - (Version January 2004)

5/10

5.3 Options that have not been exercised within the Option Period shall lapse after the expiration of the Option Period;

5.4 Notwithstanding the provisions of paragraphs 1 through 3 of this Article, the Option Period may be extended under the circumstances as referred to in Article 8.5 by a maximum period of 12 (twelve) months.

Article 6 – Exercise Price

The Exercise Price shall be equal to the closing price “cum dividend” of an ordinary ASML Share on the Euronext Amsterdam (“AEX”) in the Netherlands on the Date of Grant. For United States residents or citizens, the Euro denominated Exercise Price will be converted into a United States Dollar Exercise Price by taking the Exercise Price defined in the first sentence of this Article and applying the Euro – United States Dollar exchange rate fixing on the Allocation Date as performed by the European Central Bank at or around 14.00 hours C.E.T.;

Article 7 – Transferability of the Option

7.1 The Option shall be strictly non-transferable and may not be encumbered with a pledge;

7.2 Devolution by last will or hereditary succession pursuant to the statutory provisions shall, however, not vitiate the Option;

7.3 Option Holder shall not be permitted to conclude any transaction in relation to the Options on Euronext, Amsterdam, the Netherlands, NASDAQ, New York, United States of America, or any other stock exchange;

7.4 In the event of Option Holder acting in contravention of the provisions of this Article, the Options of such Option Holder shall lapse.

Article 8 – Exercise of the Option

8.1 The Options may only be exercised on the last day of the Option Period.

8.2 At the request of Option Holder the Option Period may be shortened for all or part of the Options. The Revised Option Period will then replace the Option Period for part or all the Options, whichever the request may be. On the last day of the Revised Option Period Option Holder may exercise the Options for which Option Holder has requested the Revised Option Period. In the written request Option Holder is required to notify Employer of the requested end date of the Revised Option Period.

8.3 A written request for a Revised Option Period during the Embargo Period shall not be honoured by Employer.

TERMS AND CONDITIONS FOR INCENTIVE OR NEW HIRE OPTIONS GRANTED
TO EMPLOYEES UNDER THE ASML STOCK OPTION PLAN
- - CONDITIONAL STOCK OPTIONS - (Version January 2004)

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8.4 The Options may be exercised only in accordance with established ASML procedures existing at the time of exercise;

8.5 When exercising the Options Option Holder must comply with the “ASML Rules of Conduct concerning Insider Information”, as in force at the time of exercising;

8.6 In case of termination of the employment relationship between Employee and Employer due to Employee’s (i) death, or (ii) incapability to act, the Options may be exercised during the entire Option Period, after the Embargo Period has expired. In case the remaining Option Period, measured from the moment of termination for aforementioned reasons, consists of less than 12 (twelve) months, the Option Period will be extended such that the remaining Option Period will be at least 12 (twelve) months counting from the date of the termination. Therefore, if the date of termination for reasons mentioned in the first sentence of this Article, falls within 12 (twelve) months before the end of the Option Period as defined in Article 5.1, the Option Period will effectively be prolonged beyond the period as defined in Article 5.1;

In case of termination of the employment relationship between Employee and Employer due to Employee’s (iii) retirement or (iv) occupational disability (within the meaning of the Dutch Disablement Benefits Act [Wet op de Arbeidsongeschiktheids-verzekering]), the Options may be exercised during the entire Option Period, after the Embargo Period has expired;

Retirement for these Option Conditions is defined as (a) leaving the employment of Employer at the age of 55 (fifty five) years or later in case Employee is eligible to (early) retirement payments paid by a State, Federal or private pension fund, or (b) leaving the employment of Employer under the “Rule of 65” without being eligible to (early) retirement payments paid by a State, Federal or private pension fund.

The “Rule of 65” determines that Employee is deemed to retire for these Option Conditions in case Employee leaves the employment of Employer at the age of 55 (fifty five) years after 10 (ten) years of continued employment with ASML, ASML Group Company or her legal predecessors. For every additional year in excess of 55 (fifty five) years of age, Employee is required to have one year less of continued employment, until the age of 65 (sixty five) years. Employee is deemed to retire for these Option Conditions in case Employee leaves the employment of Employer at the age of 65 (sixty five) years with one or less years of continued employment with ASML, ASML Group Company or her legal predecessors.

8.7 If, during the Option Period, Employee is terminated for Cause by Employer or Employee is terminated by Employer on account of another reason imputable to Employee, regardless of whether employment activities have been terminated, any Options not yet exercised shall lapse forthwith. All Options that have thus become null and void will do so without Option Holder being entitled to any compensation in this respect from Employer or another ASML Group Company;

TERMS AND CONDITIONS FOR INCENTIVE OR NEW HIRE OPTIONS GRANTED
TO EMPLOYEES UNDER THE ASML STOCK OPTION PLAN
- - CONDITIONAL STOCK OPTIONS - (Version January 2004)

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8.8 In case of termination of the employment relationship between Employee and Employer for reasons other than those mentioned in paragraph 6 or 7 of Article 8, without immediate re-employment of Employee by Employer or another ASML Group Company, all Options granted which are not exercised at the time of termination of the employment relationship shall lapse forthwith. All Options that have thus become null and void will do so without Option Holder being entitled to any compensation in this respect from Employer or another ASML Group Company;

8.9 The Options may be exercised by Option Holder for the total number allocated or in tranches of 100 or multiples thereof (with the exception of the last tranche), with the provision that each exercise must take place within the Option Period, provided such exercise is not in conflict with the provisions of Article 11.

Article 9 – Dilution of Capital

9.1 If at any time the issued capital of ASML increases, for instance as a result of (i) a resolution to issue shares with a pre-emption right for the holders of the Shares at that time outstanding, (ii) a stock dividend, or (iii) a capitalisation of reserves, the Exercise Price and/or the number of Options allocated may be adjusted in such a manner as the Board of Management shall then decide;

9.2 The adjustments by the Board of Management as referred to in Article 9.1 shall be binding after an independent accountant, and member of the Netherlands Institute for Registered Accountants [Nederlands Instituut voor Register Accountants], has issued a certificate stating that the adjustments have been determined in a reasonable manner. Adjustment of the Exercise Price and or the number of Options shall take place on the day preceding the day on which notice was given of the aforementioned resolutions. Any tax and/or social insurance contributions payable as a result of the above shall be for the account of Option Holder;

9.3 An adjustment of the Exercise Price and/or the number of Options allocated and the computation upon which the same are based shall be notified as soon as possible to Option Holder in writing.

Article 10 – Taxes and Costs

10.1 All taxes and/or social insurance contributions payable as a result of the Options allocated and/or as a result of Option being owned and/or exercised by Option Holder or Option Holder’s heirs, including possible consequences of an amendment of the Option Conditions, shall be entirely for the account of Option Holder or Option Holder’s heirs as the case may be;

TERMS AND CONDITIONS FOR INCENTIVE OR NEW HIRE OPTIONS GRANTED
TO EMPLOYEES UNDER THE ASML STOCK OPTION PLAN
- - CONDITIONAL STOCK OPTIONS - (Version January 2004)

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10.2 Option Holder, or Option Holder’s heirs as the case may be, shall be liable for all the costs relating to the exercise of Options, including but not limited to costs charged by stock brokers in connection with the acquired Shares resulting from the exercise of Options and the contiguous sale of such Shares;

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

Article 11 – Prevention of Insider Trading

Option Holder who, by not rejecting the Options granted as mentioned in Article 4, accepts the Option Conditions, shall at the same time, be deemed to accept the applicable “ASML Rules of Conduct concerning Insider Information” and to act accordingly.

Article 12 — Notices

12.1 Notices which must be given by ASML to Option Holder pursuant to or in connection with the Option Rules and/or the Option Conditions shall be regarded as correctly addressed if sent to the address of Option Holder as recorded in the Human Resources & Organisation Staff Records of the ASML Group Company;

12.2 Notices which must be given by Option Holder to ASML pursuant to or in connection with the Option Rules and/or the Option Conditions shall be regarded as correctly addressed if sent to the address of ASML as listed with the Chamber of Commerce, for the attention of the ASML Stock Option Administrator.

Article 13 — Disputes

13.1 The Option Rules, the Option Conditions, the annexes thereto, and all further documents relating to the Option Rules and/or the Option Conditions shall be governed by the laws of the Netherlands;

13.2 All disputes arising from the Option Rules, the Option Conditions, the annexes thereto, and further documents relating to the Option Rules and/or the Option Conditions, shall in the first instance, be settled by the District Court of Eindhoven.

Article 14 — Amendments

14.1 The Board of Management shall have the power to amend the Option Rules and/or Option Conditions or add further provisions to the same at any time;

TERMS AND CONDITIONS FOR INCENTIVE OR NEW HIRE OPTIONS GRANTED
TO EMPLOYEES UNDER THE ASML STOCK OPTION PLAN
- - CONDITIONAL STOCK OPTIONS - (Version January 2004)

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14.2 Option Holder shall be informed of any amendments or measures as referred to in this Article in good time, in writing.

TERMS AND CONDITIONS FOR INCENTIVE OR NEW HIRE OPTIONS GRANTED
TO EMPLOYEES UNDER THE ASML STOCK OPTION PLAN
- - CONDITIONAL STOCK OPTIONS - (Version January 2004)

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EX-4

TERMS AND CONDITIONS FOR OPTIONS
GRANTED TO EMPLOYEES
OF ASML HOLDING GROUP COMPANIES
IN THE UNITED STATES OF AMERICA
UNDER THE ASML STOCK OPTION PLAN
– CONDITIONAL STOCK OPTIONS –

(VERSION JULY 2004)

TABLE OF CONTENTS

Related documentation........................................................2
Article 1 - Definitions......................................................3
Article 2 - Scope and Object.................................................5
Article 3 - Allocation of Options............................................5
Article 4 - Acceptance of the Options........................................6
Article 5 - Option Period....................................................7
Article 6 - Exercise Price...................................................7
Article 7 - Transferability of the Option....................................7
Article 8 - Exercise of the Option...........................................8
Article 9 - Dilution of Capital..............................................9
Article 10 - Taxes and Costs................................................10
Article 11 - Prevention of Inside Trading...................................10
Article 12 - Notices........................................................10
Article 13 - Disputes.......................................................11
Article 14 - Amendments.....................................................11

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.

These documents may be consulted on the ASML Intranet.

TERMS AND CONDITIONS FOR OPTIONS GRANTED
TO EMPLOYEES OF ASML HOLDING GROUP COMPANIES
IN THE UNITED STATES OF AMERICA
UNDER THE ASML STOCK OPTION PLAN

- - CONDITIONAL STOCK OPTIONS - (Version April 2004)

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Article 1 — Definitions

In these Option Conditions and the agreements arising from and relating thereto the following terms shall have the meanings as defined in this Article, 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 2004 being July 16th, 2004;

Application Form : the Stock Options for Salary Plan 2004 Application Form for Employees (Salary Grades 81 through 91) of ASML Holding Group Companies in the United States, on the basis of which Options are allocated to Employees;

ASML : ASML Holding N.V., having its business address at De Run 6501 in Veldhoven, the Netherlands;

Embargo Period : the period from July 16th, 2004 up to and including July 15th, 2007;

Employee : a natural person who on the Allocation Date is employed by an ASML Group Company in the United States of America in a position with job grade 81 through 91, and who is on its payroll or who has been assigned abroad as an expatriate or ITA by an ASML Group Company in the United States of America;

Employer : ASML or Group Company that employs Employee on the Allocation Date;

Exercise Price : the price for which Option Holder may acquire one Share upon the exercise of one Option;

Group Company : 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 predecessors of aforementioned legal entities;

TERMS AND CONDITIONS FOR OPTIONS GRANTED
TO EMPLOYEES OF ASML HOLDING GROUP COMPANIES
IN THE UNITED STATES OF AMERICA
UNDER THE ASML STOCK OPTION PLAN
- - CONDITIONAL STOCK OPTIONS - (Version April 2004)

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Option : a right granted by Employer to Option Holder 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 terms and conditions for Options granted to Employees of ASML Holding Group Companies in the United States under the ASML Stock Option Plan - conditional options - version July 2004, 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 an Employee of ASML or who has become the holder of such Option by virtue of being Employee's heir;

Option Period : the period during which the Option may be exercised;

Option Rules : the ASML Stock Option Plan (version 2) including any modifications subsequently introduced therein in conformity with the same, on which these Option Conditions are based;

Revised Option Period : the applicable Option Period for all - or a part of - the Options after approval by Employer of a request by Option Holder as mentioned in Article 8;

Share : an ordinary share with a nominal value of EURO 0.02 (two EURO Cents) in the share capital of ASML, which share is listed on the Euronext Amsterdam ("AEX") in the Netherlands, or the NASDAQ Stock Market ("NASDAQ"), New York City, New York, USA, which share is acquired by Option Holder by exercising an Option granted under these Option Conditions;

TERMS AND CONDITIONS FOR OPTIONS GRANTED
TO EMPLOYEES OF ASML HOLDING GROUP COMPANIES
IN THE UNITED STATES OF AMERICA
UNDER THE ASML STOCK OPTION PLAN
- - CONDITIONAL STOCK OPTIONS - (Version April 2004)

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Termination for Cause : Cause shall mean (i) any act of personal dishonesty taken by Employee in connection with his or her responsibilities as Employee and intended to result in a personal enrichment of Employee, (ii) conviction of a felony, (iii) a willful act by Employee that constitutes gross misconduct and is injurious to Employer, and (iv) continued violations by Employee of his or her obligations to Employer which are demonstrably willful and deliberate on his or her part after (a) there has been delivered to Employee a written demand for performance from Employer that describes the basis for the belief that he or she has not substantially performed his or her duties set forth in specific goals to cure such defaults, and (b) he or she has been given 30 (thirty) days during which he or she has been unable to cure such failure to perform his or her duties. For Employees who are resident in the Netherlands, the term Cause shall have the meaning as stated in section 7:677 in conjunction with section 7:678 of the Dutch Civil Code at that time.

The terms defined above in the singular or in the plural shall also comprise the plural and vice versa, unless in the case concerned it can be inferred otherwise from the text of the Option Conditions.

Article 2 – Scope and Object

These Option Conditions are part of the Option Rules and contain the terms and conditions that are applicable to Option Holder pursuant to article IV of the Option Rules.

Option Holder is aware of the fact that the value of the shares may rise or fall, and that ASML does not guarantee that Option Holder will derive any benefit from participating in the ASML Stock Option Plan - conditional options - version July 2004.

Nothing in these Option Conditions or related documents by themselves or in combination shall be construed as an expressed or implied contract of employment or a guarantee of continued future employment.

ARTICLE 3 – ALLOCATION OF OPTIONS

3.1 Options shall be allocated at the request of Employee. Options shall be allocated pro rated to the number of Options requested by Employee on the Application Form, the total number of Options requested and the maximum number of Options available;

TERMS AND CONDITIONS FOR OPTIONS GRANTED
TO EMPLOYEES OF ASML HOLDING GROUP COMPANIES
IN THE UNITED STATES OF AMERICA
UNDER THE ASML STOCK OPTION PLAN
- - CONDITIONAL STOCK OPTIONS - (Version April 2004)

5/11

3.2 When submitting a request for the allocation of Options, at Employee's sole discretion, Employee must pay to Employer a net amount equal to USD 2.60 (two United States DOLLARS and sixty DOLLAR Cents) multiplied by 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) and on the provisions of paragraph 1 of this Article:

3.2.1 If 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, 2004 divided by USD 5.20 (five United States Dollars and twenty DOLLAR Cents);

3.2.2 If 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 annual gross base salary on January 1st, 2004 divided by USD 5.20 (five United States DOLLARS and twenty DOLLAR Cents);

3.3 To be eligible for Options a fully completed and signed Application Form must have been received no later than on May 30th, 2004 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, Employee shall pay USD 2.60 (two United States DOLLARS and sixty United States DOLLAR Cents) to Employer from Employee's net (after tax and/or social security tax) income, with deductions from net income being spread equally in the period July 2004 through December 2004 or any balance being settled against net income in case of termination of employment prior to December 2004.

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, Employee accepts (i) all of the Options that may be allocated, and (ii) the Option Rules and the Option Conditions;

4.2 Employee shall be informed in writing of the number of Options allocated;

4.3 Effective from the Allocation Date an option agreement will come into existence.

TERMS AND CONDITIONS FOR OPTIONS GRANTED
TO EMPLOYEES OF ASML HOLDING GROUP COMPANIES
IN THE UNITED STATES OF AMERICA
UNDER THE ASML STOCK OPTION PLAN
- - CONDITIONAL STOCK OPTIONS - (Version April 2004)

6/11

ARTICLE 5 – OPTION PERIOD

5.1 The Option Period shall be 10 (ten) years, counting from the Allocation Date and shall thus end on July 15th, 2014;

5.2 Options may only be exercised within the Option Period;

5.3 Options that have not been exercised within the Option Period shall lapse after the expiration of the Option Period and become null and void;

5.4 Notwithstanding the provisions of paragraphs 1 through 3 of this Article, the Option Period may be extended under the circumstances as referred to in Article 8.5 by a maximum period of 12 (twelve) months.

ARTICLE 6 – EXERCISE PRICE

The Exercise Price shall be equal to the closing price "cum dividend" of an ordinary ASML share on Euronext, Amsterdam ("AEX") in the Netherlands on the Allocation Date. For United States residents or citizens, the Euro denominated Exercise Price will be converted into a United States Dollar Exercise Price by taking the Exercise Price defined in the first sentence of this Article and applying the Euro - United States Dollar exchange rate fixing on the Allocation Date as performed by the European Central Bank at or around 14.00 hours C.E.T.;

ARTICLE 7 – TRANSFERABILITY OF THE OPTION

7.1 The Option shall be strictly non-transferable and may not be encumbered with a pledge;

7.2 Devolution by last will or hereditary succession pursuant to the statutory provisions shall, however, not vitiate the Option;

7.3 Option Holder shall not be permitted to conclude any transaction in relation to the Options on Euronext Amsterdam, the Netherlands , NASDAQ, New York, United States of America, or any other stock exchange;

7.4 In the event of an Option Holder acting in contravention of the provisions of this Article, the Options of such Option Holder shall lapse;

TERMS AND CONDITIONS FOR OPTIONS GRANTED
TO EMPLOYEES OF ASML HOLDING GROUP COMPANIES
IN THE UNITED STATES OF AMERICA
UNDER THE ASML STOCK OPTION PLAN
- - CONDITIONAL STOCK OPTIONS - (Version April 2004)

7/11

ARTICLE 8 – EXERCISE OF THE OPTION

8.1 The Options may only be exercised on the last day of the Option Period.

8.2 At the request of Option Holder the Option Period may be shortened for all or part of the Options. The Revised Option Period will then replace the Option Period for part or all the Options, whichever the request may be. On the last day of the Revised Option Period Option Holder may exercise the Options for which Option Holder has requested the Revised Option Period. In the written request Option Holder is required to notify Employer of the requested end date of the Revised Option Period;

8.3 A written request for a Revised Option Period during the Embargo Period shall not be honoured by Employer;

8.4 When exercising the Options Option Holder must comply with the "ASML Rules of Conduct concerning Insider Information", as in force at the time of exercising;

8.5 In case of termination of the employment relationship between Employee and Employer due to Employee's (i) death, or (ii) incapability to act, the Options may be exercised during the entire Option Period, after the Embargo Period has expired. In case the remaining Option Period, measured from the moment of termination for aforementioned reasons, consists of less than 12 (twelve) months, the Option Period will be extended such that the remaining Option Period will be at least 12 (twelve) months counting from the date of the termination. Therefore, if the date of termination for reasons mentioned in the first sentence of this Article, falls within 12 (twelve) months before the end of the Option Period as defined in Article 5.1, the Option Period will effectively be prolonged beyond the period as defined in Article 5.1;

In case of termination of the employment relationship between Employee and Employer due to Employee's (iii) retirement or (iv) occupational disability (within the meaning of the Dutch Disablement Benefits Act [Wet op de Arbeidsongeschiktheids-verzekering]), the Options may be exercised during the entire Option Period, after the Embargo Period has expired;

Retirement for these Option Conditions is defined as (a) leaving the employment of Employer at the age of 55 (fifty five) years or later in case Employee is eligible to (early) retirement payments paid by a State, Federal or private pension fund, or (b) leaving the employment of Employer under the "Rule of 65" without being eligible to (early) retirement payments paid by a State, Federal or private pension fund.

TERMS AND CONDITIONS FOR OPTIONS GRANTED
TO EMPLOYEES OF ASML HOLDING GROUP COMPANIES
IN THE UNITED STATES OF AMERICA
UNDER THE ASML STOCK OPTION PLAN
- - CONDITIONAL STOCK OPTIONS - (Version April 2004)

8/11

The "Rule of 65" determines that Employee is deemed to retire for these Option Conditions in case Employee leaves the employment of Employer at the age of 55 (fifty five) years after 10 (ten) years of continued employment with ASML, a Group Company or its legal predecessors. For every additional year in excess of 55 (fifty five) years of age, Employee is required to have one year less of continued employment, until the age of 65 (sixty five) years. Employee is deemed to retire for these Option Conditions in case Employee leaves the employment of Employer at the age of 65 (sixty five) years with one or less years of continued employment with ASML, a Group Company or her legal predecessors.

8.6 If, during the Option Period, Employee is terminated for Cause by Employer or Employee is terminated by Employer on account of another reason imputable to Employee, regardless of whether employment has been terminated, any Options not yet exercised shall lapse forthwith. All Options that have thus become null and void will do so without Employee being entitled to any compensation in this respect from Employer or another Group Company;

8.7 In case of termination of the employment relationship, during or after the Embargo Period, between Employee and Employer for reasons other than those mentioned in Article 8, paragraphs 5 and 6, the Options may be exercised during the Option Period, provided such exercise is not in conflict with the provisions of paragraphs 1 through 4, and paragraph 8 of this Article. If the Options are not exercised within the Option Period, the Options shall lapse.

8.8 The Options may be exercised by Option Holder for the total number allocated or in tranches of 100 or multiples thereof (with the exception of the last tranche), with the provision that each exercise must take place within the Option Period, provided such exercise is not in conflict with the provisions of Article 11;

8.9 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 and/or the number of Options shall take place on the day preceding the day on which notice was given of the aforementioned resolutions. Any tax and/or social insurance consequences resulting from the above shall be for the account of Option Holder;

TERMS AND CONDITIONS FOR OPTIONS GRANTED
TO EMPLOYEES OF ASML HOLDING GROUP COMPANIES
IN THE UNITED STATES OF AMERICA
UNDER THE ASML STOCK OPTION PLAN
- - CONDITIONAL STOCK OPTIONS - (Version April 2004)

9/11

9.3 An adjustment of the Exercise Price and/or the number of Options allocated and the computation upon which the same are based shall be notified as soon as possible to Option Holder in writing.

ARTICLE 10 – TAXES AND COSTS

10.1 All taxes and/or social insurance contributions payable as a result of the Options allocated and/or as a result of Option being owned and/or exercised by Option Holder, including possible consequences of an amendment of the Option Conditions, shall be entirely for the account of Option Holder;

10.2 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 acquired Shares resulting from the exercise of Options and the contiguous sale of such Shares;

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

ARTICLE 11 – PREVENTION OF INSIDER TRADING

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.

ARTICLE 12 – NOTICES

12.1 Notices which must be given by ASML to Option Holder pursuant to or in connection with the Option Rules and/or the Option Conditions shall be regarded as correctly addressed if sent to the address of Option Holder as recorded in the Staff Records Department of ASML or the Group Company;

12.2 Notices which must be given by Option Holder to ASML pursuant to or in connection with the Option Rules and/or the Option Conditions shall be regarded as correctly addressed if sent to the address of ASML as listed with the Chamber of Commerce, for the attention of the ASML Option Administrator.

TERMS AND CONDITIONS FOR OPTIONS GRANTED
TO EMPLOYEES OF ASML HOLDING GROUP COMPANIES
IN THE UNITED STATES OF AMERICA
UNDER THE ASML STOCK OPTION PLAN
- - CONDITIONAL STOCK OPTIONS - (Version April 2004)

10/11

ARTICLE 13 – DISPUTES

13.1 The Option Rules, the Option Conditions, the annexes thereto, and all further documents related to the Option Rules and/or the Option Conditions shall be governed by the laws of the Netherlands;

13.2 All disputes arising from the Option Rules, the Option Conditions, the annexes thereto, and further documents 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 and/or Option Conditions or add further provisions to the same at any time;

14.2 Option Holder shall be informed of any amendments or measures as referred to in this Article in good time, in writing.

TERMS AND CONDITIONS FOR OPTIONS GRANTED
TO EMPLOYEES OF ASML HOLDING GROUP COMPANIES
IN THE UNITED STATES OF AMERICA
UNDER THE ASML STOCK OPTION PLAN
- - CONDITIONAL STOCK OPTIONS - (Version April 2004)

11/11

EX-5

June 9, 2004

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 June 9, 2004 with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (the “Securities Act”). The Registration Statement relates to up to (i) 2,172,000 ordinary shares, nominal value of €0.02 per share, of ASML Holding N.V. (the “Ordinary Shares”), issuable under the ASML Incentive and New Hire Option Plan for Board of Management, ASML Incentive and New Hire Option Plan for Senior and Executive Management, ASML Option Plan for Executive Management in the United States of America, ASML Option Plan for Senior Management in the United States of America, ASML Incentive and New Hire Option Plan for Employees, and ASML Option Plan for Employees in the United States of America (each, a “Plan”) and (ii) 1,060,000 options (the "Options") to purchase Ordinary Shares pursuant to the ASML Option Plan for Executive Management in the United States of America, the ASML Option Plan for Senior Management in the United States of America and the ASML Option Plan for Employees in the United States of America.

                I have examined and am familiar with (i) the Company’s Articles of Association, as amended and (ii) the corporate proceedings relating to the Registration Statement. Upon the basis of the foregoing, and having satisfied myself as to such other matters of law and fact as I consider relevant for the purposes of this opinion, I advise you that, in my opinion, upon issuance in accordance with the terms and conditions of the applicable Plan, the Ordinary Shares and Options 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

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

Tel: +31 (40) 2345000
Fax: +31 (40) 2345407
www.deloitte.nl

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

Date	From	Our reference
June 8, 2004	J.G.C.M. Buné	1077447/op9985

Subject	Your reference
Consent of independent auditors	--

Consent of independent auditors

We herewith give our 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, 2004 as included in the Annual Report on Form 20-F of ASML Holding N.V. for the year ended December 31, 2003 filed with the Commission on February 5, 2004.

/s/ Deloitte Accountants B.V.

All agreements with Deloitte are governed by the General Terms and Conditions of Deloitte, registered with the District Court of Rotterdam under deed number 115/2003.	A member firm of Deloitte Touche Tohmatsu
Deloitte Accountants B.V. is registered with the Trade Register of the Chamber of Commerce and Industry in Rotterdam.