Exhibit 4.5
CONDITIONS FOR EMPLOYEES AND MANAGEMENT OF
ASML HOLDING GROUP COMPANIES IN THE UNITED STATES OF AMERICA
UNDER THE ASML STOCK OPTION PLAN
- UNCONDITIONAL OPTIONS -
VERSION JULY 2003
TABLE OF CONTENTS
Related documentation.........................................................2
Article 1 - Definitions.......................................................3
Article 2 - Scope and Object..................................................4
Article 3 - Allocation of Options.............................................5
Article 4 - Acceptance of the Options.........................................5
Article 5 - Option Period.....................................................6
Article 6 - Exercise Price....................................................6
Article 7 - Transferability of the Option.....................................6
Article 8 - Exercise of the Option............................................6
Article 9 - Dilution of Capital...............................................8
Article 10 - Taxes and Costs..................................................8
Article 11 - Prevention of Inside Trading.....................................8
Article 12 - Notices..........................................................8
Article 13 - Disputes.........................................................9
Article 14 - Amendments.......................................................9
Related documents
In these option conditions reference is made to the following documents:
- - ASML Stock Option Plan (version 2)
- - ASML Rules of Conduct concerning Insider Information
These documents may be consulted on the ASML Intranet.
Article 1 - Definitions
In these Option Conditions and the agreements arising from and relating thereto
the following terms shall have the following meanings, unless explicitly stated
otherwise.
Allocation Date : the date of allocation of an Option,
being two days after the publication
of the semi-annual results for 2003
being July 18th, 2003;
Application Form : the Stock Option for Salary
Plan Application Form for Employees
and Management of ASML in the United
States of America dated May 14th,
2003, on the basis of which Options
are allocated to the Employees;
ASML : ASML Holding N.V., having its business
address at De Run 1110 in Veldhoven;
ASML Group Companies : juridical legal entities incorporated
or registered under the laws of a
jurisdiction of the United States of
America, the shares or parts of which
are directly or indirectly held by
ASML, including legal predecessors of
ASML, being juridical legal entities
incorporated or registered under the
laws of a jurisdiction of the United
States of America, the shares of which
were acquired for at least fifty one
percent by ASML;
Embargo Period : the period from July 18th, 2003
through July 17th, 2006;
Employee : a natural person who on July 18th,
2003 is in the employment of an ASML
Group Company in the United States of
America;
Exercise Price : the price for which the Option Holder
may acquire one Share upon the
exercise of one Option;
Group Company : a group company of ASML, as referred
to in section 24b of Book 2 of the
Dutch Civil Code, irrespective of the
law by which it is governed and
irrespective of the place where it has
its registered office;
Option : the right to acquire one share against
payment of the Exercise Price during
the Option Period;
Option Agent : the organization to be designated by
ASML charged with the implementation
of the Option Conditions;
Option Conditions : the present Conditions for Employees
and Management of an ASML Group
Company in the United States of
America under the ASML Stock Option
Plan - unconditional options - version
July 2003, including any modifications
subsequently introduced herein in
conformity with the same;
Option Holder : the holder of an Option, being the
person to whom an Option has been
allocated in writing and who at the
time of allocating of such Option is
in the employment of ASML;
Option Period : the period during which the Option may
be exercised;
Option Rules : the ASML Stock Option Plan (version 2)
including any modifications
subsequently introduced therein in
conformity with the same, on which
these Option Conditions are based;
Share : an ordinary share with a nominal value
of United States Dollars 0.02 in the
share capital of ASML, which share is
listed on the Stock Exchange of
NASDAQ, New York, USA;
Termination for Cause : Cause shall mean (i) any act of
personal dishonesty taken by the
Employee in connection with his or her
responsibilities as an Employee and
intended to result in a personal
enrichment of the Employee, (ii)
conviction of a felony, (iii) a
willful act by Employee that
constitutes gross misconduct and is
injurious to ASML, and (iv) continued
violations by the Employee of his or
her obligations to ASML which are
demonstrably willful and deliberate on
his or her part after (a) there has
been delivered to the Employee a
written demand for performance from
ASML that describes the basis for the
belief that he or she has not
substantially performed his or her
duties set forth specific goals to
cure such defaults, and (b) he or she
has been given thirty (30) days during
which he or she has been unable to
cure such failure to perform his or
her duties.
The terms defined above in the singular or in the plural shall also comprise the
plural and vice versa, unless in the case in concerned it can be inferred
otherwise from the text of the Option Conditions.
Article 2 - Scope and Object
These Option Conditions form part of the Option Rules and contain the terms and
conditions that are applicable to the Option Holder pursuant to article IV of
the Option Rules.
The Option Holder is aware of the fact that the value of the shares may rise or
fall, and that ASML does not guarantee that the Option Holder will derive any
benefit from his/her participation in the ASML Stock Option Plan - unconditional
options - version July 2003.
Nothing in this Plan document or related documents by themselves or in
combination shall be construed as an expressed or implied contract of employment
or a guarantee of continued future employment. Such agreements can only be
entered into by the Board of Management.
Article 3 - Allocation of Options
3.1 Options shall be allocated at the request of the Employee. Options
shall be allocated pro rated to the number of Options requested by
the Employee on the Application Form, the total number of Options
requested and the maximum number of Options available;
3.2 When submitting a request for the allocation of Options, the Employee
must, at his sole discretion, purchase up to an amount equal to
United States Dollars 2.25 times the number of options allocated to
such Employee. The number of options allocated to such Employee
depends on whether such Employee has subscribed to either alternative
(a) or (b):
3.2.1 If the employee decides on alternative a - 4% of the gross
annual base salary -, then the basis for the computation
of the number of Options to be allocated shall be 4% of
the gross annual base salary on January 1st, 2003 (which
equals 12 monthly gross base salary payments), divided by
United States Dollars 4.50;
3.2.2 If the employee decides on alternative b - a percentage
between 4% and 8% of the gross annual base salary -, then
the basis for the computation of the number of Options to
be allocated shall be between 4% and 8% of the gross base
salary on January 1st, 2003 (which equals 12 monthly gross
base salary payments), divided by United States Dollars
4.50;
3.3 To be eligible for Options a fully completed and signed Application
Form must have been received no later than on May 30th, 2003 by the
Salary Accounts Department in Veldhoven, the Netherlands;
3.4 Options shall be allocated on the basis of the Application Form. For
each Option allocated, the Option Holder shall pay United States
Dollars 2.25 (two United States DOLLARS, twenty five United States
DOLLAR CENTS) from his net (after tax and/or social security tax)
income per option allocated with deductions from net income spread
equally in the period July 2003 through December 2003 or any balance
settled against net income in case of termination of employment prior
to December 2003.
Article 4 - Acceptance of the Options
4.1 By handing in the Application Form on which the wish is expressed to
participate in the underlying plan, the Employee accepts (i) all of
the Options that may be allocated, and (ii) the Option Rules and the
Option Conditions;
4.2 The Employee shall be informed in writing on the number of Options
allocated;
4.3 Effective from the Allocation Date an Option Agreement will come into
existence.
Article 5 - Option Period
5.1 The Option Period shall be 10 years, counting from the Allocation
Date and shall thus end on July 17th, 2013;
5.2 Options may only be exercised within the Option Period;
5.3 Options that have not been exercised within the Option Period shall
lapse after the expiration of Option Period;
5.4 Notwithstanding the provisions of paragraphs 1 to 3, the Option
Period may be extended under the circumstances as referred to in
Article 8.3 by a maximum period of 12 months.
Article 6 - Exercise Price
The Exercise Price shall be equal to the closing price "cum dividend" of an
ordinary ASML share on NASDAQ, New York, United States of America, on the
Allocation Date;
Article 7 - Transferability of the Option
7.1 The Option shall be strictly non-transferable and may not be
encumbered with a pledge;
7.2 Devolution by last will or hereditary succession pursuant to the
statutory provisions shall, however, not vitiate the Option;
7.3 The Option Holder shall not be permitted to conclude any transaction
in relation to the Options on NASDAQ, New York, United States of
America, or any other stock exchange;
7.4 In the event of an Option Holder acting in contravention of the
provisions of this article, the Options of such Option Holder shall
lapse;
Article 8 - Exercise of the Option
8.1 The Options may be exercised only after the expiration of the Embargo
Period in accordance with established ASML procedures existing at
that the time of excercise;
8.2 When exercising the Options the Option Holder must comply with the
"ASML Rules of Conduct concerning Insider Information", as in force
at the time of exercising;
8.3 In the case of termination of the employment relationship between the
Option Holder and ASML through (i) death, or (ii) incapability to
act, the Options may be exercised during the entire Option Period and
at any time during a period of at least 12 months counting from the
date of the termination. If the date of termination falls after the
Embargo Period, then this period of 12 months may lead to an
extension of the Option Period as referred to in Article 5;
In the case of termination of the employment relationship between the
Option Holder and ASML through (iii) retirement, including early
retirement, (iv) occupational disability (within the meaning of the
Dutch Disablement Benefits Act [Wet op de
Arbeidsongeschiktheidsverzekering], the Options may be exercised
during the entire Option Period;
Retirement for these Terms and Conditions is defined as (a) leaving
the employment of ASML at the age of 55 years or later in case the
Employee is eligible to (early) retirement payments paid by a public
or private pension fund, or (b) leaving the employment of ASML under
the "Rule of 65" without being eligible to (early) retirement
payments paid by a public or private pension fund.
The "Rule of 65" determines that Employee is deemed to retire for
these Terms and Conditions in case Employee leaves the employment of
an ASML Group Company at the age of 55 years after 10 years of
continued employment with an ASML Group Company. For every additional
year in excess of 55 years of age, Employee is required to have one
year less of continued employment, until the age of 65 years.
Employee is deemed to retire for these Terms and Conditions in case
Employee leaves the employment of an ASML Group Company at the age of
65 years with one or less years of continued employment with the ASML
Group Company.
8.4 In the case of termination of the employment relationship between the
Option Holder and ASML for reasons other than those mentioned in
Article 8.3, during the Embargo Period, the Options may be exercised
during a period of six weeks following the expiration of the Embargo
Period. If the Options are not exercised within this period, the
Options shall lapse.
8.5 In the case of termination of the employment relationship between the
Option Holder and ASML for reasons other than those mentioned in
Article 8.3, after the Embargo Period, the Options may be exercised
during the Option Period. If the Options are not exercised within
this period, the Options shall lapse.
8.6 If, during the Option Period, the Employee is terminated for Cause by
ASML, or an ASML Group Company by whom the Option Holder is employed,
or on account of another reason imputable to the Option Holder,
regardless of whether employment has been terminated, any Options not
yet exercised shall lapse forthwith;
8.7 The Options may be exercised by the Option Holder for the total
number allocated or in tranches of 100 or multiples thereof (with the
exception of the last tranche), with the provision that each exercise
must take place within the Option Period, provided such exercise is
not in conflict with the provisions of Article 11;
8.8 Exercise of the Option shall take place in conformity with the
applicable "Procedure for the exercise of ASML Options".
Article 9 - Dilution of Capital
9.1 If at any time the issued capital of ASML increases, for instance as
a result of (i) a resolution to issue shares with a pre-emption right
for the holders of the Shares at that time outstanding, (ii) a stock
dividend, or (iii) a capitalisation of reserves, the Exercise Price
and/or the number of Options allocated may be adjusted in such a
manner as the Board of Management shall then decide;
9.2 The adjustments by the Board of Management referred to in Article 9.1
shall be binding after an independent accountant who is a member of
the Netherlands Institute for Registered Accountants [Nederlands
Instituut voor Register Accountants] has issued a certificate stating
that the adjustments have been determined in a reasonable manner.
Adjustment of the Exercise Price shall take place on the day
preceding the day on which notice was given of the aforementioned
resolutions. Any tax consequences resulting from the above shall be
for the account of the Option Holder;
9.3 An adjustment of the Exercise Price and/or the number of Options
allocated and the computation upon which the same are based shall be
notified as soon as possible to the Option Holder in writing.
Article 10 - Taxes and Costs
10.1 All taxes and/or social insurance contributions payable as a result
of the Options allocated, including the consequences, if any, of an
amendment of the Option Conditions, shall be entirely for the account
of the Option Holder;
10.2 The Option Holder shall be liable for all the costs relating to the
exercise of Options, including but not limited to costs charged by
stock brokers in connection with the exercise of Options and the
contiguous sale;
10.3 Costs relating to the issue and/or acquisition of Shares in the
capital of ASML shall be for the account of ASML.
Article 11 - Prevention of Insider Trading
The Option Holder who by returning the Application Form accepts the Option
Conditions, shall at the same time, be deemed to accept the applicable "ASML
Rules of Conduct concerning Insider Information" and to act accordingly. The
Option Holder acknowledges that for the purposes of the "ASML Rules of Conduct
concerning Insider Information" he will be regarded as a Designated Person, as
referred to in Article 8 of said rules.
Article 12 - Notices
12.1 Notices which must be given by ASML to the Option Holder pursuant to
or in connection with the Option Rules and/or the Option Conditions
shall be regarded as correctly addressed if sent to the address of
the Option Holder as recorded in the Staff Records Department of ASML
or the Group Company;
12.2 Notices which must be given by the Option Holder to ASML pursuant to
or in connection with the Option Rules and/or the Option Conditions
shall be regarded as correctly addressed if sent to the address of
ASML as listed with the Chamber of Commerce, for the attention of the
ASML Option Administrator.
Article 13 - Disputes
13.1 The Option Rules, the Option Conditions, the annexes thereto, and all
further agreements related to the Option Rules or the Option
Conditions shall be governed by the laws of the Netherlands;
13.2 All disputes arising from the Option Rules, the Option Conditions,
the annexes thereto, and further agreement related to the Option
Rules and/or the Option Conditions, shall in the first instance, be
settled by the District Court of Eindhoven;
Article 14 - Amendments
14.1 The Board of Management shall have the power to amend the Option
Rules or add further provisions to the same at any time;
14.2 The Option Holder shall be informed of any amendments or measures as
referred to in this Article in good time, in writing.