EX-4.3



 




Exhibit 4.3







Terms and Conditions




For Options granted to

Senior & Executive Management

of ASML Holding N.V. Group Companies

in Asia, EMEA and USA

under the ASML Stock Option Plan



(Version October 2007-

Stock Options from Base Salary 2007)




 









 





TABLE OF CONTENTS




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



TERMS AND CONDITIONS FOR OPTIONS GRANTED TO SENIOR AND EXECUTIVE MANAGEMENT OF ASML HOLDING N.V.
GROUP COMPANIES IN ASIA, EMEA AND USA UNDER THE ASML STOCK OPTION PLAN (Version October 2007 –
Stock Options from Base Salary 2007 Plan )




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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
the third quarter 2007 being 19 October 2007;
	 
	 	 	 	 
	Application Form

	 	:
	 	the application form for the Plan for Senior & Executive Management (Salary Grades 92 through 95) of
ASML Group Companies in Asia, EMEA and USA, on the basis of which Options are allocated to Employees;
	 
	 	 	 	 
	ASML

	 	:
	 	ASML Holding N.V., having its registered seat at De Run 6501, 5504 DR Veldhoven, The Netherlands,
registered with the Chamber of Commerce (Kamer van Koophandel) of Oost-Brabant under registration
number 17085815;
	 
	 	 	 	 
	Embargo Period

	 	:
	 	the period from 19 October 2007 up to and including 18 October 2008;
	 
	 	 	 	 
	Employee

	 	:
	 	a natural person who on the Allocation Date is employed with an ASML Group Company in a position with
a salary 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;
	 
	 	 	 	 
	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;
	 
	 	 	 	 
	Exchange Value

	 	:
	 	the underlying value of one Option determined on the basis of calculation method used by ASML in
line with the applicable International Financial Reporting Standards and US GAAP accounting rules for
share based remuneration provided to employees;





TERMS AND CONDITIONS FOR OPTIONS GRANTED TO SENIOR AND EXECUTIVE MANAGEMENT OF ASML HOLDING N.V.
GROUP COMPANIES IN ASIA, EMEA AND USA UNDER THE ASML STOCK OPTION PLAN (Version October 2007 –
Stock Options from Base Salary 2007 Plan )




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	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;
	 
	 	 	 	 
	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 an ASML Group Company under the
ASML Stock Option Plan (version 2), 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;
	 
	 	 	 	 
	Plan

	 	:
	 	the Stock Options from Base Salary 2007 Plan for Senior and Executive Management (Salary Grades 92
through 95) of ASML Group Companies in Asia, EMEA (excluding The Netherlands) and USA, including the
appropriate Application Form and Option Conditions;
	 
	 	 	 	 
	Retirement

	 	:
	 	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





TERMS AND CONDITIONS FOR OPTIONS GRANTED TO SENIOR AND EXECUTIVE MANAGEMENT OF ASML HOLDING N.V.
GROUP COMPANIES IN ASIA, EMEA AND USA UNDER THE ASML STOCK OPTION PLAN (Version October 2007 –
Stock Options from Base Salary 2007 Plan )




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	 	 	 	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;
	 
	 	 	 	 
	Share

	 	:
	 	an ordinary share in the capital of ASML,
having a nominal value of EUR 0.09 (nine
eurocents) or any other nominal value such
Share may have in the future; and
	 
	 	 	 	 
	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 and/or working 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 OPTIONS GRANTED TO SENIOR AND EXECUTIVE MANAGEMENT OF ASML HOLDING N.V.
GROUP COMPANIES IN ASIA, EMEA AND USA UNDER THE ASML STOCK OPTION PLAN (Version October 2007 –
Stock Options from Base Salary 2007 Plan )




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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 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 Plan.



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 written request of Employee. The total number of Options
allocated to Employee shall be determined by ASML on the basis of the whole percentage up to
and including 8% (eight percent) of his annual gross base salary on
1 January 2007 converted into Euro for which Employee enrolled on the Application Form
divided by the Exchange Value in Euro on the Allocation Date, where a possible pro-ration
shall be applied resulting from the maximum available Options for the Plan. Annual gross
base salary for the purposes of this Plan shall equal twelve times monthly gross base
salary;
	 
	3.2	 	The number of Options to be allocated is dependent on the requested percentage of gross base
salary as mentioned on the Application Form multiplied by Employee’s gross base salary in Euro
on 1 January 2007 and divided by the Exchange Value in Euro on the Allocation Date, where a
fraction will be rounded down to the nearest whole number;
	 
	3.3	 	When submitting a request for the allocation of Options Employee shall owe Employer a net
amount in Euro converted on the Allocation Date into local currency applicable to Employee
equal to the Exchange Value on the Allocation Date multiplied by the number of Options
allocated on the Allocation Date;
	 
	3.4	 	Per Option granted, Employee shall pay to ASML the Exchange Value for one Option as
determined on the Allocation Date in Euro converted on the Allocation Date to local currency
applicable to Employee, deductible from net pay to Employee during the period October 2007
through March 2008;




TERMS AND CONDITIONS FOR OPTIONS GRANTED TO SENIOR AND EXECUTIVE MANAGEMENT OF ASML HOLDING N.V.
GROUP COMPANIES IN ASIA, EMEA AND USA UNDER THE ASML STOCK OPTION PLAN (Version October 2007 –
Stock Options from Base Salary 2007 Plan )




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	3.5	 	In the event of termination of employment prior to 31 March 2008, Employee, by submitting the
Application Form, authorizes ASML to deduct any balance remaining from the amount determined
in Article 3.4 from any final payroll payment. In the event that such amount is insufficient
to cover the remaining balance, Employee shall pay within one month after final payroll any outstanding balance by a check to ASML drawn on a
bank designated by ASML;






	 
	3.6	 	To be eligible for Options a fully completed and signed Application Form must have been duly
received by the Stock Option/Salary Administration in Veldhoven, The Netherlands;
	 
	3.7	 	Options shall be allocated on the basis of the Application Form taking into account the
maximum number of Options available.
	 
	3.8	 	All Euro denominated amounts mentioned in this Article shall be calculated by using the Euro
– local currency exchange rate fixing applicable to Employee on the Allocation Date as
performed by the European Central Bank at or around 14.00 hours C.E.T.





Article 4 – Acceptance of the Options





	4.1	 	By submitting 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 within a reasonable term 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 19 October 2017;
	 
	5.2	 	Options may only be exercised within the Option Period after the Embargo Period has ended as
determined in Article 8 of these Option Conditions;
	 
	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;




TERMS AND CONDITIONS FOR OPTIONS GRANTED TO SENIOR AND EXECUTIVE MANAGEMENT OF ASML HOLDING N.V.
GROUP COMPANIES IN ASIA, EMEA AND USA UNDER THE ASML STOCK OPTION PLAN (Version October 2007 –
Stock Options from Base Salary 2007 Plan )




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	5.4	 	Notwithstanding the provisions of Sections 1 through 3 of this Article, the Option Period may
be extended under the circumstances as referred to in Section 6 of Article 8 of these Option
Conditions 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
NYSE Euronext Stock Exchange, Amsterdam (“AEX”) in the Netherlands on the Allocation Date. For
United States residents (other than through being assigned to the United States as an Employee) 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 NYSE Euronext Stock Exchange, Amsterdam, the Netherlands, NASDAQ Global Select Market, 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	 	All Options allocated to Option Holder will become exercisable after the Embargo Period ends.
	 
	8.2	 	By means of a written request by Option Holder to Employer, Option Holder may exercise all or
part of the Options, provided approval of such request to exercise is given by Employer and
exercise is not in conflict with other provisions of this Article;
	 
	8.3	 	A written request to exercise Options during the Embargo Period shall not be honoured by
Employer;




TERMS AND CONDITIONS FOR OPTIONS GRANTED TO SENIOR AND EXECUTIVE MANAGEMENT OF ASML HOLDING N.V.
GROUP COMPANIES IN ASIA, EMEA AND USA UNDER THE ASML STOCK OPTION PLAN (Version October 2007 –
Stock Options from Base Salary 2007 Plan )




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	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
Section 1 of Article 5 the Option Period will effectively be prolonged beyond the period as
defined in Section 1 of Article 5;






	8.6	 	In case of termination of the employment relationship between Employee and Employer due to
Employee’s (i) Retirement, including early retirement (SVM and SUM) or (ii) occupational
disability (within the meaning of the Dutch Act on Work and Income relative to Ability to
Work [Wet Werk en Inkomen naar Arbeidsvermogen]), the Options may be exercised during the
entire Option Period, after the Embargo Period has expired;






	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 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;






	8.8	 	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 Sections 5, 6 and 7 of
Article 8, the Options may be exercised during the Option Period, provided such exercise is
not in conflict with the provisions of Sections 1 through 4, and Section 9 of this Article. If
the Options are not exercised within the Option Period, the Options shall lapse. 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;






	8.9	 	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 of these Option Conditions;




TERMS AND CONDITIONS FOR OPTIONS GRANTED TO SENIOR AND EXECUTIVE MANAGEMENT OF ASML HOLDING N.V.
GROUP COMPANIES IN ASIA, EMEA AND USA UNDER THE ASML STOCK OPTION PLAN (Version October 2007 –
Stock Options from Base Salary 2007 Plan )





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	8.10	 	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 of ASML 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. Possible consequences of such adjustments
for the levy of tax, social security premiums, social insurance premiums, medical insurance
premiums and income level dependent regulations, shall be entirely 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 levied and social security premiums, social insurance and premiums medical
insurance due as a result of the allocation and/or possession and/or exercise of Options by
Option Holder, including possible consequences of an amendment of the Option Conditions, shall
be entirely for the account of Option Holder;






	10.2	 	All possible consequences for pension, including early retirement, and/or social security
and/or social insurance benefits and/or income level dependent regulations as a result of the
waiver of specific remuneration elements and of Options allocated under this plan, including
possible consequences of an amendment of the Option Conditions, shall be entirely for the
account of Option Holder;






	10.3	 	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;




TERMS AND CONDITIONS FOR OPTIONS GRANTED TO SENIOR AND EXECUTIVE MANAGEMENT OF ASML HOLDING N.V.
GROUP COMPANIES IN ASIA, EMEA AND USA UNDER THE ASML STOCK OPTION PLAN (Version October 2007 –
Stock Options from Base Salary 2007 Plan )




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	10.4	 	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 ‘s-Hertogenbosch;





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 AND EXECUTIVE MANAGEMENT OF ASML HOLDING N.V.
GROUP COMPANIES IN ASIA, EMEA AND USA UNDER THE ASML STOCK OPTION PLAN (Version October 2007 –
Stock Options from Base Salary 2007 Plan )





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