exv4w7






Exhibit 4.7




Terms and Conditions




For Options and Shares purchased by

Employees under the ASML Share and Option

Purchase Plan




(Version July 2010)



 




TERMS AND CONDITIONS FOR OPTIONS AND SHARES PURCHASED BY EMPLOYEES UNDER THE ASML SHARE AND
OPTION PURCHASE PLAN (Version July 2010)







1 of 12









 








TABLE OF CONTENTS




	 	 	 	 	 

	[Related documents
	 	 	2	 
	Article 1 — Definitions
	 	 	3	 
	Article 2 — General
	 	 	5	 
	Article 3 — Allocation of Options and Shares
	 	 	6	 
	Article 4 — Acceptance and Release of the Options and/or Shares
	 	 	7	 
	Article 5 — Option Period
	 	 	7	 
	Article 6 — Option Exercise Price
	 	 	8	 
	Article 7 — Transferability of the Option
	 	 	8	 
	Article 8 — Exercise of the Option
	 	 	8	 
	Article 9 — Allocation of Cash Premium
	 	 	9	 
	Article 10 — Dilution of Capital
	 	 	10	 
	Article 11 — Taxes and Costs
	 	 	10	 
	Article 12 — Prohibition of Insider Trading
	 	 	11	 
	Article 13 — Notices
	 	 	11	 
	Article 14 — Disputes
	 	 	11	 
	Article 15 — Amendments
	 	 	12	 






[Related documents



In these Conditions reference is made to the ASML Rules of Conduct concerning Insider Information.
This document can be consulted on the ASML Intranet.]



 




TERMS AND CONDITIONS FOR OPTIONS AND SHARES PURCHASED BY EMPLOYEES UNDER THE ASML SHARE AND
OPTION PURCHASE PLAN (Version July 2010)








2 of 12









 








Article 1 — Definitions



In these 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

	 	:
	 	the allocation of an Option and/or Share to an Employee in accordance with Article 3 of this
Plan and ‘Allocated’ shall be construed and interpreted accordingly;
	 
	 	 	 	 
	Annual Gross Base Salary

	 	:
	 	the annual gross base salary as applicable in the month preceding the Grant Date;
	 
	 	 	 	 
	Application Form

	 	:
	 	the application form for this Plan on the basis of which Options and/or Shares 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;
	 
	 	 	 	 
	Board of Management

	 	:
	 	the Board of Management of ASML as mentioned in the articles of association of ASML;
	 
	 	 	 	 
	Cash Premium

	 	:
	 	a gross cash payment that the Option Holder and/or Share Holder will receive in accordance
with Article 9 of this Plan;
	 
	 	 	 	 
	Conditions

	 	:
	 	the present terms and conditions for Options (to be) granted and Shares (to be) awarded to
Employees of an ASML Group Company under the ASML Share and Option Purchase Plan, including
any modifications subsequently introduced herein in conformity with the same;
	 
	 	 	 	 
	Employee

	 	:
	 	a natural person who is employed with ASML or an ASML Group Company in a position with a
salary grade 81 through 95, 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;





 




TERMS AND CONDITIONS FOR OPTIONS AND SHARES PURCHASED BY EMPLOYEES UNDER THE ASML SHARE AND
OPTION PURCHASE PLAN (Version July 2010)





3 of 12









 






	 	 	 	 	 

	Grant Date

	 	:
	 	the date of Allocation of an Option and/or Share, being two days after the publication of the
quarterly or annual results;
	 
	 	 	 	 
	Group Company

	 	:
	 	an affiliated company of ASML. Affiliation shall be construed and interpreted in accordance
with section 24b of Book 2 of the Dutch Civil Code;
	 
	 	 	 	 
	Option

	 	:
	 	a right issued under this Plan by Employer to Option Holder to acquire one Share against
payment of the Option Exercise Price during the Option Period;
	 
	 	 	 	 
	Option Exercise Price

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

	 	:
	 	the holder of an Option, being either 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 the Employee’s heir;
	 
	 	 	 	 
	Option Period

	 	:
	 	the period during which the Option may be exercised as determined by Articles 5 and 8 hereof;
	 
	 	 	 	 
	Option Purchase Price

	 	:
	 	the price for which the Option Holder may acquire one Option which price is equal to the
value of one Option on the Grant Date and which price is determined by ASML on the basis of
the 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 (not taking into account the payment of the Option Purchase Price);
	 
	 	 	 	 
	Plan

	 	:
	 	this ASML Share and Option Purchase Plan for Employees, including the appropriate Application
Form and Conditions;
	 
	 	 	 	 
	Plan Agent

	 	:
	 	the organization to be designated by ASML and that is engaged for the implementation of the
Conditions;





 




TERMS AND CONDITIONS FOR OPTIONS AND SHARES PURCHASED BY EMPLOYEES UNDER THE ASML SHARE AND
OPTION PURCHASE PLAN (Version July 2010)



4 of 12









 






	 	 	 	 	 

	Release

	 	:
	 	the issuance or transfer of Options and/or Shares to an Employee in accordance with
Article 4 of this Plan and “Release” and “Released” shall be construed and interpreted accordingly;
	 
	 	 	 	 
	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 listed on NYSE
Euronext Amsterdam, The Netherlands ;
	 
	 	 	 	 
	Share Holder

	 	:
	 	the holder of a Share, being either the
person to whom a Share has been Allocated
under this Plan in writing and who at the
time of Allocating of such Share is an
Employee of ASML or who has become the
holder of such Share by virtue of being
Employee’s heir;
	 
	 	 	 	 
	Share Purchase Price

	 	:
	 	the price for which the Share Holder may
acquire one Share upon Allocation which
price is equal to the underlying value of
one Share on the Grant Date;
	 
	 	 	 	 
	Total Purchase Price

	 	:
	 	the sum of the Option Purchase Price and/or
Share Purchase Price payable by the
Employee;





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
Conditions.




Article 2 — General



Option Holder and/or Share Holder is aware of the fact that participation is an investment and that
the value of the Shares may rise or fall, and that ASML does not guarantee that Option Holder
and/or Share Holder will derive any benefit from participating in the Plan.



Nothing in these 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.



In case of a conflict between these Conditions and the Application Form, these Conditions will
supersede the Application Form.



 




TERMS AND CONDITIONS FOR OPTIONS AND SHARES PURCHASED BY EMPLOYEES UNDER THE ASML SHARE AND
OPTION PURCHASE PLAN (Version July 2010)







5 of 12









 








Article 3 — Allocation of Options and Shares





	3.1	 	ASML shall determine for each Grant Date the maximum aggregate value of the Option Purchase
Price and the Share Purchase Price that may be used for the purchase of Options and/or Shares
under this Plan. This aggregate value will be set as a percentage (which percentage may, for
the avoidance of doubt, also be set at nil percent) of Annual Gross Base Salary at the
discretion of the Board of Management. The Option Purchase Price and Share Purchase Price is
paid from Option Holder and/or Share Holder’s net periodic pay;
	 
	3.2	 	The number of Options and/or Shares to be Allocated is dependent on the requested amount as
mentioned on the Application Form divided by the Option Purchase Price and/or Share Purchase
Price in euro on the Grant Date. Where the calculation results in fractional Options or Shares
the actual number of Options and/or Shares will be rounded down to the nearest whole number.
If the Total Purchase Price exceeds the net periodic pay of the Employee in the month
preceding the Date of Grant, the Total Purchase Price will be reduced to a maximum amount that
is equal to the net periodic pay of the Employee in that month and, therefore, the number of
Options and/or Shares that are Allocated to the Employee are reduced as deemed fair by ASML.
	 
	3.3	 	When submitting a request for the Allocation of Options and/or Shares Employee shall owe
Employer a net amount in euro converted on the Grant Date into local currency applicable to
Employee equal to the Option Purchase Price multiplied by the number of Options Allocated on
the Grant Date and/or equal to the Share Purchase Price multiplied by the number of Shares
Allocated on the Grant Date;
	 
	3.4	 	Per Option and/or Share purchased, Employee shall pay to ASML the Total Purchase Price as
determined on the Grant Date in euro converted on the Grant Date to the local currency
applicable to Employee. The Total Purchase Price is deductible from the net pay of the
Employee in the month preceding the Grant Date;
	 
	3.5	 	In the event of termination of employment, Employee, by submitting the Application Form,
authorizes ASML to deduct any balance remaining from the amount determined in Article 3.4 from
any final net payroll payment. In the event that such amount is insufficient to cover the
remaining balance or no net periodic pay is made to the Employee in the month preceding the
Grant Date, the Employee will receive less Options and/or Shares and any outstanding balance
shall be paid by ASML to the Employee within one month after the Grant Date. ASML will
determine which payment method shall be used;
	 
	3.6	 	To be eligible for the Allocation of Options or Shares a fully completed and signed
Application Form must have been duly received by the ‘employee benefits administration
department’ in Veldhoven, The Netherlands;




 




TERMS AND CONDITIONS FOR OPTIONS AND SHARES PURCHASED BY EMPLOYEES UNDER THE ASML SHARE AND
OPTION PURCHASE PLAN (Version July 2010)






6 of 12









 








	3.7	 	 Options and/or Shares shall be Allocated on the basis of the Application Form taking into
account the maximum number of Options and/or Shares 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 Grant Date as performed
by the European Central Bank at or around 14.00 hours C.E.T.









Article 4 — Acceptance and Release of the Options and/or Shares





	4.1	 	By submitting the Application Form Employee expresses his wish to participate in the Plan and
accepts (i) all of the Options and/or Shares that are Allocated, and (ii) the Conditions of
this Plan;
	 
	4.2	 	Employee shall be informed within a reasonable term in writing of the number of Options
and/or Shares Allocated;
	 
	4.3	 	The Options and/or Shares Allocated to the Employees will be Released by ASML as soon as
practicable following the Grant Date to a share account opened by ASML in the name of the
Employee. A Release of Options and/or Shares shall only be made if the Employee has fulfilled
all of his or her obligations towards the Company or any Group Company under this Plan.
	 
	4.4	 	The Release is subject to the ASML Insider Trading Rules and applicable mandatory provisions
regarding insider trading, if any, as amended from time to time.
	 
	4.5	 	The Participant shall not be entitled to any compensation of damages insofar as such damages
arise or may arise from a delayed Release under this Article 4.





Article 5 — Option Period





	5.1	 	The Option Period shall be 10 (ten) years, counting from the Grant Date;
	 
	5.2	 	Options may only be exercised within the Option Period as determined in Article 8 of these
Conditions against payment of the Option Exercise Price for each Option exercised;
	 
	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 Sections 1 through 3 of this Article, the Option Period may
be extended under the circumstances as referred to in Section 3 of Article 8 of these
Conditions by a maximum period of 12 (twelve) months.




 




TERMS AND CONDITIONS FOR OPTIONS AND SHARES PURCHASED BY EMPLOYEES UNDER THE ASML SHARE AND
OPTION PURCHASE PLAN (Version July 2010)







7 of 12









 








Article 6 — Option Exercise Price



The Option Exercise Price shall be equal to the closing price “cum dividend” of an ordinary ASML
share on NYSE Euronext, Amsterdam in The Netherlands on the Grant Date. For US employees 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 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 is strictly non-transferable and may not be encumbered with a pledge nor are
Option Holders allowed to enter into any other act (including for the avoidance of doubt
entering into any form of hedging transactions) the economic effect of which would be the same
as a transfer or encumbrance of an Option or otherwise substantially alter the economic
interest in the Option;
	 
	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 (i) NYSE Euronext Amsterdam, The Netherlands, (ii) NASDAQ, New York, United States of
America, or (iii) 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 are immediately exercisable as from the Grant Date.
	 
	8.2	 	When exercising the Options Option Holder must comply with the “ASML Insider trading Rules”,
as in force at the time of exercise;




 




TERMS AND CONDITIONS FOR OPTIONS AND SHARES PURCHASED BY EMPLOYEES UNDER THE ASML SHARE AND
OPTION PURCHASE PLAN (Version July 2010)







8 of 12









 









	8.3	 	In case of termination of the employment relationship between Employee and Employer due to
Employee’s (i) death, or (ii) incapability to act, and 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;





Article 9 — Allocation of Cash Premium





	9.1	 	Notwithstanding Articles 9.2 and 9.3 of these Conditions, if (i) Option Holder has not
exercised the Allocated Option up to and including the first anniversary of the respective
Allocation Grant Date; and/or (ii) Share Holder has continued to hold the Allocated Share up
to and including the first anniversary of the respective Grant Date and has not encumbered the
Allocated Shares with a pledge, nor entered into any other act (including for the avoidance of
doubt entering into any form of hedging transactions) the economic effect of which would be
the same as a transfer or encumbrance of an Option or otherwise substantially alter the
economic interest in the Allocated Shares, and (iii) Option Holder and/or Share Holder has
continuously been an Employee as from the relevant Grant Date up to and including the first
anniversary of such Grant Date, and (iv) Option Holder or Share Holder has complied with all
requirements set forth in these Conditions (including but not limited to 7.1 ), then ASML will
award Option Holder and/or Share Holder a Cash Premium;
	 
	9.2	 	In case of termination of the employment relationship between Employee and Employer due to
Employee’s (i) death, or (ii) incapability to act prior to the first anniversary of the
respective Grant Date, and the conditions stated in section 9.1 have been met except for
Employee’s death or incapability to act, Employee or the holder of Employee’s Option and/or
Share by virtue of being Employee’s heir, will be awarded a Cash Premium;
	 
	9.3	 	Unless otherwise determined by ASML prior to the relevant Grant Date, the Cash Premium is
equal to 20% of the aggregate value of the Total Purchase Price paid by the Employee for the
Shares and/or the Options. For the avoidance of doubt, this Cash Premium is a gross payment
and may be liable to (withholding) taxes, employee social security premiums and social
insurance premiums;
	 
	9.4	 	The Cash Premium will be paid to Employee or Employee’s heir as soon as practical following
the first anniversary of the Grant Date.




 




TERMS AND CONDITIONS FOR OPTIONS AND SHARES PURCHASED BY EMPLOYEES UNDER THE ASML SHARE AND
OPTION PURCHASE PLAN (Version July 2010)






9 of 12









 









	9.5	 	The Cash Premium will not form part of the Employee’s pensionable salary. Where pension
premiums are payable based on local legislation, these premiums will be payable by or
recovered from the Employee.





Article 10 — Dilution of Capital





	10.1	 	In the event of a share split, reverse share split, any capitalisation issue (other than a
capitalisation issue in substitution for, or as an alternative to, a cash dividend), or rights
issue or rights offer or any reduction, sub-division, consolidation or other variation of the
capital of ASML affecting the Option Exercise Price or the number of Options or Shares (to be)
granted under this Plan (including any change in the currency in which Options or Shares are
denominated) or the number of Options or Shares subject to any Allocation and reserve for
distribution under the Plan may be adjusted (including retrospective adjustments where
appropriate) by ASML in such manner as ASML considers to be in its opinion fair and
reasonable, without any obligation for ASML to make such adjustment.
	 
	10.2	 	The adjustments by the Board of Management referred to in Article 10.1 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 Option
Exercise Price, the number of Options and/or the number of Shares 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, employee social security premiums,
social insurance premiums, and income level dependent regulations, shall be entirely for the
account of Option Holder and/or Share Holder;
	 
	10.3	 	An adjustment of the Option Exercise Price, the number of Options Allocated and/or the number
of Shares Allocated and the computation upon which the same are based shall be notified as
soon as possible to Option Holder and/or Share Holder in writing.





Article 11 — Taxes and Costs





	11.1	 	All taxes levied, employee social security premiums and social insurance premiums due as a
result of the Allocation and/or Release and/or possession and/or exercise and/or sale of
Options and/or Shares and/or Cash Premiums, including possible consequences of an amendment of
the Conditions, shall be entirely for the account of Option Holder and/or Share Holder;




 




TERMS AND CONDITIONS FOR OPTIONS AND SHARES PURCHASED BY EMPLOYEES UNDER THE ASML SHARE AND
OPTION PURCHASE PLAN (Version July 2010)







10 of 12









 









	11.2	 	All possible consequences for pension, including early retirement, and/or employee social
security and/or social insurance benefits and/or income level dependent regulations as a
result of Options and/or Shares and/or Cash Premiums Allocated or Released under this Plan,
including possible consequences of an amendment of the Conditions, shall be entirely for the
account of Option Holder and/or Share Holder;
	 
	11.3	 	Option Holder and/or Share Holder shall be liable for all the costs relating to the exercise
of Options and/or sale of Shares, including — but not limited to — costs charged by stock
brokers in connection with the transaction;
	 
	11.4	 	Costs relating to the issue and/or acquisition of Shares in the capital of ASML for the
purpose of Allocating and/or Releasing Shares or Options to Employee shall be for the account
of ASML.





Article 12 — Prohibition of Insider Trading



The return by an Employee of a filled in Application Form constitutes a confirmation of the
Employee’s acceptance of the applicable “ASML Insider Trading Rules” and of his or her covenant to
act in accordance with those rules. .




Article 13 — Notices





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





Article 14 — Disputes





	14.1	 	The Conditions, the annexes thereto, and all further documents related to the Conditions
shall be governed by the laws of The Netherlands;
	 
	14.2	 	All disputes arising from the Conditions, the annexes thereto, and further documents related
to the Conditions, shall in the first instance, be settled by the District Court of
‘s-Hertogenbosch.




 




TERMS AND CONDITIONS FOR OPTIONS AND SHARES PURCHASED BY EMPLOYEES UNDER THE ASML SHARE AND
OPTION PURCHASE PLAN (Version July 2010)







11 of 12









 








Article 15 — Amendments





	15.1	 	The Board of Management shall have the power to amend the Conditions or add further
provisions to the same at any time;
	 
	15.2	 	Option Holder and/or Share 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 AND SHARES PURCHASED BY EMPLOYEES UNDER THE ASML SHARE AND
OPTION PURCHASE PLAN (Version July 2010)





12 of 12