S-8

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)	(IRS Employer Identification No.)

De Run 6501
5504 DR Veldhoven
The Netherlands
Tel: 31-40-268-3000
(Address of Principal Executive Offices)

ASML Performance Stock Plan for Members of the Board of Management

ASML Performance Share Plan for Senior and Executive Management

ASML Incentive Share Plan for Employees

ASML Incentive Stock Option Plan for Employees

ASML Share and Option Purchase Plan for Employees

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

Indicate by check mark if the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer þ Accelerated filer o  Non-accelerated filer o
(Do not check if a smaller reporting company) Smaller reporting company o

CALCULATION OF REGISTRATION FEE

Title of Each			Proposed Maximum		Proposed Maximum
Class of Securities	Amount to be		Offering Price per		Aggregate Offering		Amount of
to be Registered	Registered (1)		Share (2)(3)		Price		Registration Fee
Ordinary shares, nominal value EUR 0.09 per share		1,480,000	$	32.69	$	48,381,200	$	3,449.58
Options to acquire ordinary shares, nominal value EUR 0.09 per share		810,000	$	11.58	$	9,379,800	$	668.78
Total		2,290,000			$	57,761,000	$	4,118.36

(1)	This Registration Statement shall also cover any additional ordinary shares of ASML Holding N.V. which become issuable under the (i) ASML Performance Stock Plan for Members of the Board of Management, (ii) ASML Performance Share Plan for Senior and Executive Management, (iii) ASML Incentive Share Plan for Employees, (iv) ASML Incentive Stock Option Plan for Employees and (v) ASML Share and Option Purchase Plan for Employees (collectively, the “Plans”) by reason of any share dividend, share split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of Ordinary Shares, nominal value EUR 0.09 per share (“Ordinary Shares”) registered hereunder.
(2)	Pursuant to Rule 457(h) under the Securities Act of 1933 (the “Securities Act”), the proposed maximum offering price of the Ordinary Shares being registered hereby is not yet known and is determined in accordance with Rule 457(c) as of October 15, 2010.
(3)	Pursuant to Rule 457(h) under the Securities Act, the proposed maximum offering price of the options to acquire Ordinary Shares being registered hereby is not yet known and is determined in accordance with Rule 457(h)(1) as of October 15, 2010.

TABLE OF CONTENTS

PART I
PART II
	Item 3. Incorporation of Documents by Reference.
	Item 4. Description of Securities.
	Item 5. Interests of Named Experts and Counsel.
	Item 6. Indemnification of Directors and Officers.
	Item 7. Exemption from Registration Claimed.
	Item 8. Exhibits.
	Item 9. Undertakings.
SIGNATURES
	Exhibit Index
EX-4.7
EX-5.1
EX-23.1

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

All information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933 and the Note to Part I of Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed with or furnished to the Securities and Exchange Commission (the “Commission”) by ASML Holding N.V. (the “Registrant”) pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”) are incorporated herein by reference:

(a) the Registrant’s Annual Report on Form 20-F for the fiscal year ended December 31, 2009;

(b) exhibits 99.1, 99.3 and 99.4 to the Registrant’s Report of a Foreign Private Issuer on Form 6-K furnished to the Commission on April 14, 2010;

(c) exhibits 99.1, 99.3 and 99.4 to the Registrant’s Report of a Foreign Private Issuer on Form 6-K furnished to the Commission on July 14, 2010;

(d) exhibits 99.1, 99.3 and 99.4 to the Registrant’s Report of a Foreign Private Issuer on Form 6-K furnished to the Commission on October 13, 2010; and

(e) 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 November 2, 2007.

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 share and share 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 supervisory board and board of management against liabilities (including reimbursement of legal expenses) incurred due to acts or omissions in acting in such capacity, except (i) to the extent that a court in the Netherlands irrevocably establishes that such acts or omissions are the result of willful 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 that 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 and the supervisory board of the Registrant are also party to agreements with the Registrant providing for indemnification by the Registrant in circumstances similar to those provided for in the Registrant’s articles of association as described above. In addition, members of the board of management, the supervisory board and certain officers of the Registrant are, to a limited extent, insured under an insurance policy against damages resulting from their conduct when acting in their capacities as such.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

Exhibit No.	Description
4.1	English Translation of the Articles of Association of the Registrant (incorporated by reference to Exhibit 1.1 to Amendment No. 11 to the Registrant’s Registration Statement on Form 8-A filed with the Commission on November 2, 2007)
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 the ASML Performance Stock Plan for Members of the Board of Management (incorporated by reference to the Registrant’s Registration Statement on Form S-8 filed with the Commission on July 5, 2007)
4.4	Terms and Conditions of the ASML Performance Share Plan for Senior and Executive Management (incorporated by reference to the Registrant’s Registration Statement on Form S-8 filed with the Commission on August 29, 2008)
4.5	Terms and Conditions of the ASML Incentive Share Plan for Employees (incorporated by reference to the Registrant’s Registration Statement on Form S-8 filed with the Commission on August 29, 2008)
4.6	Terms and Conditions of the ASML Incentive Stock Option Plan for Employees (incorporated by reference to the Registrant’s Registration Statement on Form S-8 filed with the Commission on August 29, 2008)
4.7	Terms and Conditions of the ASML Share and Option Purchase Plan for Employees*
5.1	Opinion of Robert F. Roelofs regarding the legality of the securities being registered*
23.1	Consent of Deloitte Accountants B.V.*
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; 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 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, the 20th day of October 2010.

ASML Holding N.V.
By:	/s/ Eric Meurice
	Eric Meurice
	President, Chief Executive Officer and Chairman of the Board of Management

POWER OF ATTORNEY

Each person whose signature appears below hereby authorizes Eric Meurice, 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, the 20th day of October 2010.

/s/ Eric Meurice  

Eric Meurice 

President, Chief Executive Officer and
Chairman of the Board of Management 

/s/ Peter T.F.M. Wennink  

Peter T.F.M. Wennink 

Executive Vice President and Chief Financial Officer, Member of Board of Management (Principal Accounting Officer and Principal Financial Officer) 

Arthur P.M. van der Poel 

Chairman of the Supervisory Board 

/s/ Jos W.B. Westerburgen  

Jos W.B. Westerburgen 

Member of the Supervisory Board 

/s/ O.B. Bilous  

O.B. Bilous 

Member of the Supervisory Board 

/s/ Fritz W. Frölich  

Fritz W. Fröhlich 

Member of the Supervisory Board 

Ieke C.J. van den Burg 

Member of the Supervisory Board 

/s/ William T. Siegle  

William T. Siegle 

Member of the Supervisory Board 

/s/ Pauline F.M. van der Meer Mohr  

Pauline F.M. van der Meer Mohr 

Member of the Supervisory Board 

Wolfgang H. Ziebart 

Member of the Supervisory Board 

ASML US, INC.

Authorized Representative in the United States:
 

/s/ Peter T.F.M. Wennink  

Peter T.F.M. Wennink 

Authorized Officer 

Exhibit Index

4.1	English Translation of the Articles of Association of the Registrant (incorporated by reference to Exhibit 1.1 to Amendment No. 11 to the Registrant’s Registration Statement on Form 8-A filed with the Commission on November 2, 2007)
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 the ASML Performance Stock Plan for Members of the Board of Management (incorporated by reference to the Registrant’s Registration Statement on Form S-8 filed with the Commission on July 5, 2007)
4.4	Terms and Conditions of the ASML Performance Share Plan for Senior and Executive Management (incorporated by reference to the Registrant’s Registration Statement on Form S-8 filed with the Commission on August 29, 2008)
4.5	Terms and Conditions of the ASML Incentive Share Plan for Employees (incorporated by reference to the Registrant’s Registration Statement on Form S-8 filed with the Commission on August 29, 2008)
4.6	Terms and Conditions of the ASML Incentive Stock Option Plan for Employees (incorporated by reference to the Registrant’s Registration Statement on Form S-8 filed with the Commission on August 29, 2008)
4.7	Terms and Conditions of the ASML Share and Option Purchase Plan for Employees*
5.1	Opinion of Robert F. Roelofs regarding the legality of the securities being registered*
23.1	Consent of Deloitte Accountants B.V.*
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-4.7

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)

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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)

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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;

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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;

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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.

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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;

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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.

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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;

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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.

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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;

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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.

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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.

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EX-5.1

Exhibit 5.1

ASML Holding N.V.

De Run 6501
5504 DR Veldhoven
PO Box 324
5500 AH Veldhoven
The Netherlands

Phone +31 40 268 6762
Fax +31 40 268 4888
www.asml.com

Trade Register 17085815
Eindhoven, The Netherlands

United States Securities and Exchange Commission
450 Fifth Street N.W.
Washington, DC 20549
United States of America

Date October 20, 2010
Subject Form S-8

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”), under the Securities Act of 1933 (the “Securities Act”). The Registration Statement relates to up to 1,480,000 ordinary shares, nominal value of €0.09 per share, of the Company (the “Ordinary Shares”) and 810,000 options to acquire Ordinary Shares (the “Options” and, together with the Ordinary Shares, the “Securities”), issuable under the (i) ASML Performance Stock Plan for Members of the Board of Management; (ii) ASML Performance Share Plan for Senior and Executive Management; (iii) ASML Incentive Share Plan for Employees; (iv) ASML Incentive Stock Option Plan for Employees and (v) ASML Share and Option Purchase Plan for Employees (each, a “Plan”).

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 Securities 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
ASML Holding N.V. 

EX-23.1

Exhibit 23.1

Deloitte Accountants B.V.

Flight Forum 1

5657 DA Eindhoven

P.O.Box 782

5600 AT Eindhoven

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
October 19, 2010	G.M. Dekker	le9958
Subject

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports relating to the financial statements of ASML Holding N.V. and the effectiveness of ASML Holding N.V.’s internal control over financial reporting dated January 29, 2010, appearing in the Annual Report on Form 20-F of ASML Holding N.V. for the year ended December 31, 2009.

Deloitte Accountants B.V.
 

/s/ G.M. Dekker  

The General Terms and Conditions for Services Deloitte Netherlands, June 2009’ registered at the Chamber of Commerce under number 24362837 apply to all agreements under which Deloitte performs services.	Member of Deloitte Touche Tohmatsu
Deloitte Accountants B.V. is registered with the Trade Register of the Chamber of Commerce and Industry in Rotterdam number 24362853.