Exhibit 4.7
March 16, 1998
EMPLOYMENT AGREEMENT
Dear Xx. Xxxxx Xxxxxxxxxx,
It is with pleasure that we herewith make you the following job offer.
1. Your position will be Vice President Worldwide Sales.
As a member of the ASML Management Team you will report to our
President.
2. Your starting date with ASML will be April 15, 1998.
3. You will be taken into the ASML Inc. Payroll. You will be based in our
office in Tempe, Arizona.
4. Your annual gross base salary will be US$ 260,000.-. You will
participate in the ASML Management Team Bonus program, which means a
bonus of maximum 40% of your base at expected performance. You will be
eligible to participate in the ASML Management Team Stock Option
program.
5. You will be eligible to join the ASML Inc. Benefits and Policies like
Medical Insurance, Life Insurance, 401K Plan etc. See enclosed summary.
6. As a signing bonus you will receive 10,000 ASML stock options at your
start date with us.
7. ASML will provide you with suitable housing in the Phoenix, Arizona
area for a maximum period of 6 months.
8. According to our Vacation policy for Directors, you will be granted 20
days of vacation per year.
9. You will be eligible for our Management Relocation Policy. See enclosed
copy.
I hope this offer is acceptable to you. If you have any questions please contact
me at 00-00-000 3307.
Kind regards,
ASM Lithography BV.
/s/ Xxxxxx xx Xxxxx /s/ X. X. Xxxxx
-------------------------------- -----------------------------------
Xxxxxx xx Xxxxx X. X. Xxxxx
Manager HRM President and CEO
/s/ Xxxxx Xxxxxxxxxx
--------------------------------
Accepted by Xxxxx Xxxxxxxxxx
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TRANSFER OF EMPLOYERSHIP AND AMENDMENT TO EMPLOYMENT AGREEMENT
The undersigned:
1. ASML Holding N.V., established and headquartered at Veldhoven, the
Netherlands, represented by X. Xxxx and X. Xxxxxxx, in their capacity
of Chairman and member of the Supervisory Board respectively,
hereinafter referred to as: "ASML";
2. ASML Netherlands B.V., established and headquartered at Veldhoven, the
Netherlands, represented by P. Th. X. X. Xxxxxxx, in his capacity of
member of the Board of Management, hereinafter referred to as "ASML
Netherlands";
and
3. Xxxxx Xxxx Xxxxxxxxxx, residing in 0000, X Xxxxxx Xxxxx Xxxxx,
Xxxxxxxxxx XX 00000, XXX, hereinafter referred to as "Xx. Xxxxxxxxxx";
HEREBY AGREE THE FOLLOWING:
1. ASML supersedes and replaces ASML Netherlands as employer with respect
to the employment agreement with Xx. Xxxxxxxxxx dated March 16, 1998,
per July 1, 2003. Any and all rights and obligations under the relevant
employment agreement are therefore, as per the afore mentioned date,
transferred from ASML Netherlands to ASML. The parties agree that as
from this date of July 1, 2003 the employment agreement shall be solely
between ASML and Xx. Xxxxxxxxxx.
2. The employment agreement between ASML and Xx. Xxxxxxxxxx shall be in
accordance with existing employment conditions. In addition, the
following amendment applies in case of a change of control of ASML:
CHANGE OF CONTROL
In case of a change of control the terms and conditions of the applicable ASML
stock option plans shall be amended as follows:
1. In this article the following definitions shall apply:
(a) "CHANGE OF CONTROL" of ASML means (i) any merger or consolidation
of ASML with or into any other individual, partnership, company
or entity in the broadest sense (hereinafter referred to as
"Third Party(ies)") or any stock purchase or sale,
reorganization, recapitalization or other transaction, in each
case, in one transaction or a series of related transactions, if,
immediately after giving effect to such transaction(s), any Third
Party(ies), not currently controlling ASML acquires Control of
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ASML or of its transferee(s) or surviving Third Party(ies) or
(ii) any sale, transfer or other conveyance, whether direct or
indirect, of all or substantially all of the assets of ASML, on a
consolidated basis, in one transaction or a series of related
transactions;
(b) "CONTROL" means, with respect to any Person, the power to
control, directly or indirectly, greater than 50% of the voting
interest of such Person, or the ability to appoint or elect more
than 50% of the Management Board or other equivalent governing
board of such Person, whether such power is effected through
ownership of shares or other securities, by contract, by proxy or
otherwise;
(c) "PERSON" means any individual, partnership, limited liability
company, firm, corporation, company, association, trust,
unincorporated organization or other entity.
2. In the event notice of termination of this agreement is given by ASML
or its legal successor in connection with a Change of Control, the
rights of Xx. Xxxxxxxxxx under any of the applicable ASML stock option
plan(s) shall not be subject to the restrictions contained in the
relevant articles related to termination of employment in the
applicable ASML stock option plans and Xx. Xxxxxxxxxx shall remain
entitled to exercise options during the full original Option Period as
defined in those stock option plans. In addition Xx. Xxxxxxxxxx is not
subject to any Embargo Period as defined in the applicable ASML stock
option plan(s) and consequently Xx. Xxxxxxxxxx can exercise any
option(s) held by him without being restricted as per the relevant
articles in the applicable ASML stock option plans. This provision 15.2
also applies if Xx. Xxxxxxxxxx gives notice of termination, provided
that this notice of termination is directly related to the Change of
Control and such notice is given within 12 months from the date on
which the Change of Control occurs.
3. The provisions of this article do not affect any other rights the
parties have or may have in the event of a termination of the
employment agreement.
In witness whereof, this document has been signed and executed in triplicate
this ___ day of July 2003.
/s/ X. Xxxx /s/ P.Th.X.X. Xxxxxxx
---------------------------------- -----------------------------------
X. Xxxx P.Th.X.X. Xxxxxxx
Chairman of the Supervisory Board Member of the Board of Management
of ASML Holding N.V. of ASML Netherlands B.V.
/s/ X. Xxxxxxx /s/ X.X. Xxxxxxxxxx
---------------------------------- -----------------------------------
Member of the Supervisory Board X.X. Xxxxxxxxxx
of ASML Holding N.V.
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/s/ X. Xxxxxxx /s/ Xxxxx Xxxxxxxxxx
-------------------------------- -----------------------------------
X. Xxxxxxx X.X. Xxxxxxxxxx
Member of the Supervisory Board
of ASML Holding N.V.
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