EXHIBIT 10.2

                The English translation is for convenience only.
                       The German text is legally binding.

                              TERMS AND CONDITIONS
                      FOR THE ISSUE OF SUBSCRIPTION RIGHTS
                                    ON SHARES
                                  OF AIXTRON AG
                                    2003/2013
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                                TABLE OF CONTENTS
                           OF THE TERMS AND CONDITIONS
                 FOR THE ISSUE OF SUBSCRIPTION RIGHTS ON SHARES
                             OF AIXTRON AG 2003/2013

Art. 1    Subscription rights, Subscription right premium
Art. 2    Beneficiaries, Transferability
Art. 3    Subscription period
Art. 4    Subscription right exercise period
Art. 5    Performance benchmark
Art. 6    Exercising subscription rights
Art. 7    Adjustment of the subscription right premium
Art. 8    Written Notices
Art. 9    Place of performance, Place of jurisdiction and Applicable law
Art. 10   Safeguarding provision
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                                     ART. 1
                 SUBSCRIPTION RIGHTS, SUBSCRIPTION RIGHT PREMIUM

(1)  The subscription right holder is entitled to purchase no-par value bearer
     shares of AIXTRON AG in accordance with the Terms and Conditions set out
     below.

(2)  Each subscription right entitles the holder to acquire one share of AIXTRON
     AG with a proportional interest in share capital of EUR 1.00 per no-par
     value share. The subscription right premium is defined as the average
     (arithmetic mean) of the closing prices of the AIXTRON share fixed on the
     Frankfurt Stock Exchange during twenty trading days prior to the resolution
     by the Executive Board on the launch of this stock subscription right
     program (strike price) plus 20% of the strike price as an achievement
     criteria (exercise price). The closing prices on the Frankfurt Stock
     Exchange (XETRA closing price or any closing price of a trading system
     which will follow XETRA and is functional comparable) will be used to
     calculate the strike price. For the stock subscription right program
     described in these Terms and Conditions, these are the trading days from
     March 10, 2003 to April 4, 2003.

(3)  The subscription rights are secured by contingent capital with a value of
     EUR 3,511,495 as resolved by the General Meeting of AIXTRON AG on May 22,
     2002 and entered in the commercial register on June 11, 2002.

(4)  Shares issued on the basis of the subscription rights first carry dividend
     rights for the fiscal year in which the exercise notice (as defined under
     Art. 5) takes effect.

(5)  Subscription rights will not be embodied.

                                     ART. 2
                         BENEFICIARIES, TRANSFERABILITY

(1)  The only persons entitled to exercise subscription rights are members of
     the Executive Board of AIXTRON AG, employees of AIXTRON AG and members of
     the management and employees of affiliated companies to whom subscription
     rights have been granted.

     Thereby, employee is defined as any person who, at the time of the
     offering, is not under notice or who is in possession of a contract of
     employment signed by the two contracting parties.

     Members of the Executive Board of AIXTRON AG who are also members of the
     management of affiliated companies will only receive subscription rights
     from the portion designated for members of the Executive Board of AIXTRON
     AG. Employees of AIXTRON AG who are also members of the management of
     affiliated companies will only receive subscription rights from the portion
     designated for employees of AIXTRON AG.

     With the exception of inheritance, subscription rights are
     non-transferable. The subscription right holder is also prohibited from
     making any other disposal of rights and from entering into any other
     transaction with third parties which are equivalent to a full or partial
     realization of granted rights or its economic value. The subscription right
     holder has the duty to not engage in any acts described in the foregoing
     sentence. The subscription rights will forfeiture in the event of any
     breach of such duty.

(2)  Due to the fact that subscription rights are issued based upon an incentive
     function to employee and are, therefore, not issued as part of employee's
     salary, subscription rights will expire, if the subscription right holder
     is no longer employed by a company of the AIXTRON Group. Subscription
     rights from tranches that were already available for exercise in the past,
     i.e. the vesting period according to Art. 4 has expired but the
     subscription rights have yet to be exercised, are available to the holder
     for an additional and last time in the tranche following the date that
     notice was given. Subscription rights from tranches which will vest for the
     first time according to Art. 4 after the employee hands in his or her
     notice or is dismissed by a company of the AIXTRON Group will expire.

     In the event of retirement, occupational incapacity and/or total disability
     or death or in the event of suspension of employment, only subscription
     rights from that tranche immediately following the occurrence of one of the
     aforementioned events may be exercised. Subscription right from tranches
     not becoming available immediately after the occurrence of one of the
     aforementioned events will expire.

     In the event of death, the subscription rights are transferable to the
     heirs, who can exercise the subscription rights in the same way as the
     original beneficiary.
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(3)  If a business unit or a company is spun-off or divested from the AIXTRON
     Group, active employees in the spun-off or divested business unit or
     company may exercise their subscription rights on the basis of the
     entitlement at the time of the spin-off or divestiture of the business unit
     or the company from the AIXTRON Group. In such cases, the subscription
     right can only be exercised until the end of the first exercise period
     following the spin-off or divestiture of the business unit or the company
     from the AIXTRON Group. Subscription rights from tranche not becoming
     available immediately after the occurrence of an event described in this
     paragraph expire.

(4)  All subscription rights under this stock subscription right program expire
     in the event that an subscription right holder acts contrary to the
     interest of the AIXTRON Group during or up to 6 months after the
     termination of his employment.

                                     ART. 3
                               SUBSCRIPTION PERIOD

The subscription rights can be subscribed to by entitled persons between May 26,
2003 and June 13, 2003.

                                     ART. 4
                       SUBSCRIPTION RIGHT EXERCISE PERIOD

The subscription rights will be exercised in tranches. Up to 25% of the
subscribed subscription rights (tranche 1) can be exercised following the
Ordinary General Meeting to be held in the spring of 2005, but in any event no
earlier than 2 years after the subscription of the subscription rights; a
further 25% (tranche 2) following the Ordinary General Meeting to be held in the
spring of 2006; a further 25% (tranche 3) following the Ordinary General Meeting
to be held in the spring of 2007; and finally the remaining 25% (tranche 4)
following the Ordinary General Meeting to be held in the spring of 2008.

Following the relevant lock-up period, the subscription rights may only be
exercised within the exercise periods and only then on days on which commercial
banks are open in Frankfurt am Main ("banking day" and if such a banking day
lies in an exercise period "exercise day"). The exercise periods commence on the
fourth banking day after an Ordinary General Meeting of the Company or after the
publication of the quarterly report for the third quarter, and end on the
fourteenth banking day in Frankfurt following the commencement of the exercise
period.

If and to the extent that exercise days fall within a period commencing on the
date on which AIXTRON AG publishes an offer in the Bundesanzeiger (German
Federal Gazette) to its shareholders to subscribe new shares or bonds with
warrants or convertible warrants and ending on the date (inclusive) on which the
shares of the Company carrying subscription rights are quoted "ex rights" for
the first time on the Frankfurt Stock Exchange, the subscription rights may not
be exercised and the relevant exercise period will be prolonged by a
corresponding number of exercise days directly following the end of the lock-up
period.

The exercise periods for the relevant tranches are as follows:

TRANCHE 1 (UP TO 25% OF THE ALLOTTED SUBSCRIPTION RIGHTS)
                            1. FIRST EXERCISE PERIOD:
o    Spring 2005: On the 15 exercise days following the 2005 Ordinary General
     Meeting, but in any event no earlier than 2 years after the allotment of
     subscription rights.
o    Fall 2005: On the 15 exercise days following the presentation of the
     interim report for the third quarter of fiscal year 2005.

TRANCHE 2 (A FURTHER UP TO 25% OF THE ALLOTTED SUBSCRIPTION RIGHTS)
                            2. SECOND EXERCISE PERIOD:
o    Spring 2006: On the 15 exercise days following the 2006 Ordinary General
     Meeting.
o    Fall 2006: On the 15 exercise days following the presentation of the
     interim report for the third quarter of fiscal year 2006.
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TRANCHE 3 (A FURTHER UP TO 25% OF THE ALLOTTED SUBSCRIPTION RIGHTS)
                            3. THIRD EXERCISE PERIOD:
o    Spring 2007: On the 15 exercise days following the 2007 Ordinary General
     Meeting.
o    Fall 2007: On the 15 exercise days following the presentation of the
     interim report for the third quarter of fiscal year 2007.

TRANCHE 4 (THE REMAINING 25% OF THE ALLOTTED SUBSCRIPTION RIGHTS)
                            4.FOURTH EXERCISE PERIOD:
o    Spring 2008: On the 15 exercise days following the 2008 Ordinary General
     Meeting.
o    Fall 2008: On the 15 exercise days following the presentation of the
     interim report for the third quarter of fiscal year 2008.

The maximum number of subscription rights available for exercise may be
exercised at each of the exercise days, i.e. up to 25% in the first exercise
period and up to 50% in the second exercise period if tranche 1 subscription
rights have not be exercised. Up to 75% of the subscription rights may be
exercised in the third exercise period if tranche 1 and 2 subscription rights
have not yet been exercised, and finally up to 100% in the fourth exercise
period if tranche 1 to 3 subscription rights have not be exercised.
Alternatively, the holder may decide not to exercise some or all of the
subscription rights in the individual exercise periods and then exercise, in
full or in part, those subscription rights then becoming available for exercise
in subsequent exercise period, plus the subscription rights not yet exercised
from the previous tranches.

                            5. FIFTH EXERCISE PERIOD:
o    Spring 2009: On the 15 exercise days following the 2009 Ordinary General
     Meeting.
o    Fall 2009: On the 15 exercise days following the presentation of the
     interim report for the third quarter of fiscal year 2009.

                            6. SIXTH EXERCISE PERIOD:
o    Spring 2010: On the 15 exercise days following the 2010 Ordinary General
     Meeting.
o    Fall 2010: On the 15 exercise days following the presentation of the
     interim report for the third quarter of fiscal year 2010.

                           7. SEVENTH EXERCISE PERIOD:
o    Spring 2011: On the 15 exercise days following the 2011 Ordinary General
     Meeting.
o    Fall 2011: On the 15 exercise days following the presentation of the
     interim report for the third quarter of fiscal year 2011.

                           8. EIGHTH EXERCISE PERIOD:
o    Spring 2012: On the 15 exercise days following the 2012 Ordinary General
     Meeting.
o    Fall 2012: On the 15 exercise days following the presentation of the
     interim report for the third quarter of fiscal year 2012.

                            9. NINTH EXERCISE PERIOD:
o    Spring 2013: On the 15 exercise days following the 2013 Ordinary General
     Meeting.
o    Fall 2013: On the 15 exercise days following the presentation of the
     interim report for the third quarter of fiscal year 2013.

All vested subscription rights, which have not expired or have not been
effectively exercised may be exercised during each of the fifth to ninth
exercise period to up to 100 %. The terms of the first to fourth exercise
periods apply accordingly. Subscription rights not exercised by the end of the
ninth exercise period will expire.
<PAGE>

                                     ART. 5
                       EXERCISING THE SUBSCRIPTION RIGHTS

To exercise the subscription right, the subscription right holder must submit a
written request ("exercise notice") to the subscription right agent using the
form available at the legal department of AIXTRON AG and pay the exercise price
according to Art.1 para. 2. The company mandated to function as subscription
rights agent will be named to the subscription right holder by AIXTRON AG. To
become effective, the exercise notice has to be certified through a confirmation
note by AIXTRON AG confirming the number of subscription rights available for
exercise, and the timely receipt of such confirmed exercise notice as well as
the exercise price to the subscription right agent is required. Furthermore, the
corresponding number of subscription rights has to be made available to the
subscription right agent.

The exercise notice towards the subscription right agent will be valid on such
banking day on which the exercise notice and the exercise price has been
received by the subscription right agent at his place until 4 p.m. (German
time). Should the exercise notice and/or the exercise price be received by the
subscription right agent after 4 p.m., the exercise notice and/or the exercise
price will be deemed to be received the next banking day. Should the technical
equipment of the Frankfurt Stock Exchange as well as the subscription right
agent allow for an extended exercise period, AIXTRON AG may, in favor of the
subscription right holder, extend the exercise period.

Exercise notices received by the subscription right agent during periods in
which the exercise of the subscription right according to Art. 4 is not
permitted, will be deemed to be received on the next day on which the exercise
of the subscription right is permitted, however, always subject to Art. 2. The
shares to be issued on exercise of the subscription right will be credited to
the securities account of the subscription right holder stated in the exercise
notice as soon as possible after the subscription right exercise has become
effective.

The provisions of insider trading legislation must be observed if the shares
subscribed after subscription rights have been exercised are sold.

                                     ART. 6
                  ADJUSTMENT OF THE SUBSCRIPTION RIGHT PREMIUM

(1)  Where the Issuer increases the share capital by issuing new shares or
     issues bonds with warrants carrying subscription or conversion rights on
     shares or performs other corporate actions listed below, and grants
     subscription rights to the shareholders, the subscription right premium
     shall be adjusted in accordance with the following provisions.

(2)  In the event of a capital increase against contributions or the issuance of
     bonds carrying subscription or conversion rights, the subscription right
     premium shall be reduced by that amount corresponding to the average price
     of the subscription rights granted to the shareholders on all trading days
     on the Frankfurt Stock Exchange.

     The reduced subscription right premium shall apply with effect from the
     first trading day on the Frankfurt Stock Exchange following expiration of
     the subscription period for the new shares or bonds carrying conversion or
     subscription rights. The subscription right premium shall not be reduced if
     the subscription right holders are granted a subscription right whose value
     corresponds to the subscription rights of the shareholders.

(3)  In the event of a capital increase from corporate resources, the contingent
     capital created to secure the subscription rights shall be increased in the
     same proportion as the share capital (section 218 of the AktG - German
     Public Limited Companies Act). In the event that the share capital is
     increased without issuing new shares pursuant to section 207 (2) clause 2
     of the AktG, the capital increase from corporate resources shall not affect
     the legal status of the subscription right holders. If, in contrast, new
     shares are issued, the subscription right holders shall be provided with as
     many additional shares when exercising their subscription right as if they
     had already exercised their subscription right at the time of the capital
     increase from corporate resources.
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     Fractions of shares arising as a result of a capital increase from
     corporate resources will not be provided when the subscription right is
     exercised, but will be sold at best for the account of the subscription
     right holder. The proceeds will be provided to the subscription right
     holder when the shares are issued.

(4)  In the event of a capital reduction, the subscription right premium or the
     subscription right ratio shall not be adjusted in those cases where the
     capital reduction does not change the aggregate number of shares or the
     capital reduction is linked to a capital repayment or the purchase of own
     shares. In the event of a capital reduction by the consolidation of shares
     without a capital repayment or the purchase of own shares without a change
     in capital (stock split), the number of shares for which one subscription
     right may be acquired at the subscription right premium shall be reduced or
     increased in proportion to the capital reduction or stock split.

                                     ART. 7
                                     NOTICES

Amendments and revisions to this subscription right program are required to be
in writing.

                                     ART. 8
                                 TAXES AND FEES

(1)  The granting of subscription rights to the subscription right holder as
     well as the exercise of such subscription rights might be considered to be
     a taxable, monetary advantage to the subscription right holder. AIXTRON AG,
     respectively AIXTRON affiliated companies, will pay taxes, e.g. including
     but not limited to income tax, social charges, church taxes, ...) on behalf
     of the subscription right holder to the appropriate authorities in the
     event it is legally required. Up to the legal limit of execution, AIXTRON
     AG and its affiliates shall have the right to set off their claims in
     regard to tax payments and fees against the salary of the subscription
     rights holder. Any additional payments to be paid by the subscription right
     holder to AIXTRON AG and/or its affiliates have to be reimbursed by the
     subscription right holder to AIXTRON AG and/or its affiliates.

(2)  In the event that the subscription right holder gains additional money due
     a positive development of the stock market and based upon the sale of
     shares received due to the exercise of the subscription rights, the
     subscription right holder is responsible for the payment of any additional
     taxes. Any fees incurred due to the sale of shares and/or financing
     interest have to be paid by the subscription right holder.

(3)  In the event that another country has the authority to tax the subscription
     right holder, the subscription right holder has the duty to pay any
     required taxes and fees according to applicable law.

                                     ART. 9
              APPLICABLE LAW, PLACE OF PERFORMANCE AND JURISDICTION

(1)  The form and content of the subscription rights and the rights and
     obligations of the parties under these Terms and Conditions are governed in
     all respects by the laws of the Federal Republic of Germany.

(2)  The place of performance is Aachen, Germany.

(3)  The non-exclusive place of jurisdiction for all disputes concerning matters
     governed by these Terms and Conditions is Aachen, Germany.
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                                     ART. 10
                             SAFEGUARDING PROVISION

In the event that any of the Terms and Conditions governing the subscription
rights is or becomes fully or partially invalid or unenforceable, this shall not
affect the validity or enforceability of the remaining Terms and Conditions. Any
loophole arising due to the invalidity or unenforceability of one of the Terms
and Conditions governing the subscription rights shall be closed appropriately
by re-interpretation of the agreement, taking into consideration the interests
of the parties.

Aachen, June 2003                             AIXTRON AG