<PAGE>
                                                                     Exhibit 4.4

















                        BE SEMICONDUCTOR INDUSTRIES N.V.
                           INCENTIVE PLAN 2005 - 2009
















<PAGE>



CONTENTS



1.    Definitions...........................................................2

2.    Purpose and Commencing Date...........................................4

3.    Eligibility...........................................................4

4.    Notices...............................................................5

5.    Amendments............................................................5

6.    Governing Law.........................................................6

7.    Annual Cash Bonus.....................................................6

8.    PSA Units to Employees................................................7

9.    SA Units to member of the Supervisory Board .........................10

10.   General Provisions Governing Units...................................10



                                                                              1
<PAGE>


GENERAL PROVISIONS

1.   DEFINITIONS

     Unless explicitly stated otherwise, the following terms shall have the
     following meaning:

     ---------------------------------------------------------------------------
     AFM:                     Autoriteit Financiele Markten

     ---------------------------------------------------------------------------
     Allocation               The written agreement between an Employee, a
     Agreement:               member of the Board of Management or a member of
                              the Supervisory Board as the case may be as
                              attached as Schedule to the Plan;

     Allocation Date          has the meaning ascribed thereto in each
                              Allocation Agreement;

     Annual Cash              The amounts of annual cash bonus that may be
     Bonus:                   granted subject to the terms and conditions of the
                              Plan;

     Base Annual              12 times monthly salary including holiday pay (if
     Salary:                  applicable);

     Besi Group:              The Company and its present and future direct and
                              indirect 100%-subsidiaries;

     Besi's Subsidiaries/     All of the Company's 100% subsidiaries/operating
     Operating Entities:      entities and its present and future direct and
                              indirect 100%-subsidiaries/operating entities;

     Board of Management:     The Company's Board of Management (statutair
                              bestuur);

     Company:                 BE Semiconductor Industries N.V.;

     Eligible Participant     In respect of an Annual Cash Bonus and the PSA
                              Units an Employee (other a member of the
                              Supervisory Board) and in respect of SA Units a
                              member of the Supervisory Board;

     Employee:                Any individual who is, and has for an
                              uninterrupted period of at least three months,
                              been employed by the Besi Group;

     ---------------------------------------------------------------------------



                                                                              2
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     ---------------------------------------------------------------------------
     Net Income Besi          Adjusted net earnings of the relevant entity of
     Subsidiary \             the Company to be determined annually by the
     Operating Entity:        Supervisory Board, based on a proposal from the
                              Board of Management for the adjusted net earnings;

     Net Income Besi:         The Company's consolidated net earnings after tax
                              as appearing from its adopted consolidated annual
                              accounts;

     Net Sales:               The Company's consolidated Net Sales as appearing
                              from its adopted consolidated annual accounts;

     New Employee:            The Employee who has not been in employment with
                              the Company in the Plan Year immediately preceding
                              the current Plan Year;

     Performance Stock        A conditional right to acquire one or more Shares
     Award Units ("PSA        depending on certain performance criteria by an
     Units"):                 Eligible Participant;

     Plan:                    This BE Semiconductor Industries N.V. Incentive
                              Plan 2005-2009;

     Plan Year:               The fiscal year in which the Plan is operated by
                              the Company;

     PSA Unit Holder:         An Eligible Participant who receives a right to
                              acquire one or more PSA Units depending on certain
                              performance criteria;

     PSA Unit Amount:         The maximum number of PSA Units that may be
                              awarded under the Plan per Plan Year to each
                              individual Eligible Participant as determined by
                              the Board of Management;

     Selling                  An Eligible Participant who wishes to sell or
     Shareholder:             otherwise dispose of one or more Shares;

     Share:                   An ordinary share with a nominal value
                              (Euro)0.91, in the capital of the Company;

     ---------------------------------------------------------------------------



                                                                              3
<PAGE>



     ---------------------------------------------------------------------------
     Stock Award Units        A conditional right to acquire one or more Shares
     ("SA Units"):            by a member of the Supervisory Board;

     SA Unit Holder:          A member of the Supervisory Board who receives a
                              right to acquire one or more SA Units;

     Supervisory Board:       the Company's Supervisory Board (raad van
                              commissarissen); and

     Unit                     Either a PSA Unit or a SA Unit.
     ---------------------------------------------------------------------------


2.   PURPOSE AND COMMENCING DATE

2.1  The purpose of the Plan is to secure for the Besi Group and its
     shareholders the benefits through profit sharing and stock ownership for
     certain Eligible Participants who are expected to contribute to the
     Company's future growth and success.

2.2  The Plan governs the granting of Annual Cash Bonuses and/or Units, in
     principle once per year, based upon the Company's results over its
     financial years from 2004 up to and including 2008.

2.3  The Eligible Participant will not disclose any information about the Plan
     (including its conditions) and the Allocation Agreement to any third
     parties without obtaining the Company's prior written approval, except for
     such filings, or notifications as are mandatorily prescribed by law.

2.4  The commencing date of the Plan is March 24, 2005.


3.   ELIGIBILITY

3.1  Annual Cash Bonuses and/or PSA Units may be granted to officers, managers
     and key Employees within the Besi Group, working in one or more of the
     positions listed below:




                                                                              4

<PAGE>

<TABLE>
<CAPTION>
<S>            <C>         <C>           <C>            <C>         <C>          <C>
                                ------------------------------
                                        President
                                   Exec. VP Operations
                                 Director Marketing & Sales
                                  Director Global Sourcing
                                ------------------------------

                            ---------------      ----------------
                                Finance          Technology Board
                            ---------------      ----------------

-------------------------------------------------------------------------------------------

-----------   -----------  ------------  ------------  -----------  ----------- -----------
  Laurier       Datacon    Fico Molding  Fico Tooling  Fico Trim       Fico        Meco
                                                        & Form      Singulation   Plating
-----------   -----------  ------------  ------------  -----------  ----------- -----------

-----------   -----------  ------------                -----------  ----------- -----------
  Marketing    Marketing     Marketing                 Marketing     Marketing    Marketing
  & Sales      & Sales       & Sales                   & Sales       & Sales      & Sales
-----------   -----------  ------------                -----------  ----------- -----------

-----------   -----------  ------------  ------------  -----------  ----------- -----------
  Finance      Finance       Finance       Finance     Finance      Finance       Finance
  & Control    & Control     & Control    & Control    & Control    & Control     & Control
-----------   -----------  ------------  ------------  -----------  ----------- -----------

-----------   -----------  ------------                -----------  ----------- -----------
  Customer     Customer      Customer                   Customer     Customer     Customer
  Service      Service       Service                    Service      Service      Service
-----------   -----------  ------------                -----------  ----------- -----------

-----------   -----------  ------------  ------------  -----------  ----------- -----------
 Operations   Operations     Operations   Operations   Operations   Operations   Operations
                                            3x NL
-----------   -----------  ------------  ------------  -----------  ----------- -----------

-----------   -----------  ------------  ------------  -----------  ----------- -----------
Development   Development    Development  Operations   Development  Development Development
                                              KL
-----------   -----------  ------------  ------------  -----------  ----------- -----------

                                         -------------
                                           Operations
                                         Leshan, China
                                         -------------

</TABLE>


3.2  SA Units will be annually granted to members of the Supervisory Board
     pursuant to Article 9 hereof. For the avoidance of doubt, except for SA
     Units pursuant to Article 9 hereof, members of the Supervisory Board shall
     not be awarded Annual Cash Bonuses or PSA Units under this Plan.

4.   NOTICES

4.1  Notices by the Company to an Eligible Participant shall be mailed to the
     address provided by the Eligible Participant to the personnel or finance
     department of the company by which the Eligible Participant is employed.

4.2  Notices by the Eligible Participant to the Company shall be mailed to the
     registered address of the Company.


5.   AMENDMENTS

5.1  The Board of Management may, with the approval of the Supervisory Board at
     any time, and from time to time, modify or amend the Plan in any respect.


                                                                              5

<PAGE>

5.2  A modification or amendment of the Plan shall not, without the consent of a
     PSA or SA Unit Holder, affect his \ her rights under a PSA Unit or SA Unit
     previously granted to him/her.

6.   GOVERNING LAW

6.1  This Plan shall be governed by and construed in accordance with the laws of
     The Netherlands.

6.2  Any disputes arising out of or in connection with Plan shall be submitted
     in first instance to the competent court in the Netherlands.


ANNUAL CASH BONUS

7.   ANNUAL CASH BONUS

7.1  The total amount of Annual Cash Bonus, if any, that may be granted to any
     individual Employee shall in no event exceed 60% of such Employee's gross
     annual salary including vacation allowance (Base Annual Salary) over the
     Company's financial year preceding the year in which such Annual Cash Bonus
     is granted. The determination of the total Annual Cash Bonus per person
     shall be based on 35% of the Besi Group's performance, 35% of the
     Employee's company performance and 30% of the Employee's individual
     performance.

7.2  The Annual Cash Bonus, if any, will be determined using following elements:

     (a)  If the Net Income Besi is achieved, the Employee may receive a
          maximum of 21% of Base Annual Salary;

     (b)  If the Net Income Besi subsidiary / Operating entity is achieved, the
          Employee may receive a maximum of 21% of Base Annual Salary;

     (c)  Based on individual performance, the Employee may receive a maximum of
          18% of Base Annual Salary.



                                                                              6
<PAGE>



7.3  The amount of the Annual Cash Bonus, if any, referred to under 7.2a), will
     be based on a percentage of the net income according to following grid:

                                   -------------------------------------------
     % Net Income of Sales         0-1%    1-4%     5-7%     8-9%       10%+
     -------------------------------------------------------------------------
     a) The Besi Group             0       8,5%     14%      19%        21%
     -------------------------------------------------------------------------
     b)  Net Income Besi           max. 21%
     subsidiary/Operating entity
     -------------------------------------------------------------------------
     c)  Individual Employee       max. 18%
     -------------------------------------------------------------------------

     The 7.2.b) component may be considered at the discretion of the Supervisory
     Board in case the operating entity overall achieved a positive Net Income.

7.4  At the discretion of the Supervisory Board, the Board of Management may
     grant an Annual Cash Bonus to the Employee of max. 18% of the Base Annual
     Salary (7.2.c).

7.5  In the event that an Employee is transferred from a position included in
     the table of Article 3 to a position not included in that table, that
     Employee will no longer be entitled to any Annual Cash Bonus under this
     Plan.


(PERFORMANCE) STOCK AWARD UNITS


8.   PSA UNITS TO EMPLOYEES

8.1  At its discretion, the Board of Management may award PSA Units to an
     Employee. The PSA Unit Amount shall in the aggregate of the granted PSA
     Units not exceed the right to acquire 1.5% of the total outstanding Shares
     in the capital of the Company at December 31 of the year prior to the date
     of granting, per annum.

8.2  The PSA Unit Amount is determined by the relevant Employee's position in
     the BESI Group as depicted in the organizational chart below. In the
     organizational chart below the maximum PSA Unit Amount to be granted, on an
     annual basis to members of the Board of Management, is as follows:


     Chief Executive Officer                     50,000

     Other Members of Board of Management        35,000


                                                                              7
<PAGE>

     For each Eligible Employee, who is not member of the Board of Management,
     the PSA Unit Amount will be determined by the Board of Management of the
     Company annually, before the Allocation Date.

<TABLE>
<CAPTION>
<S>            <C>         <C>           <C>            <C>         <C>          <C>
                                ------------------------------
                                        President
                                   Exec. VP Operations
                                 Director Marketing & Sales
                                  Director Global Sourcing
                                ------------------------------

                            ---------------      ----------------
                                Finance          Technology Board
                            ---------------      ----------------

-------------------------------------------------------------------------------------------

-----------   -----------  ------------  ------------  -----------  ----------- -----------
  Laurier       Datacon    Fico Molding  Fico Tooling  Fico Trim       Fico        Meco
                                                        & Form      Singulation   Plating
-----------   -----------  ------------  ------------  -----------  ----------- -----------

-----------   -----------  ------------                -----------  ----------- -----------
  Marketing    Marketing     Marketing                 Marketing     Marketing    Marketing
  & Sales      & Sales       & Sales                   & Sales       & Sales       & Sales
-----------   -----------  ------------                -----------  ----------- -----------

-----------   -----------  ------------  ------------  -----------  ----------- -----------
  Finance      Finance       Finance       Finance      Finance      Finance       Finance
  & Control    & Control     & Control    & Control    & Control    & Control     & Control
-----------   -----------  ------------  ------------  -----------  ----------- -----------

-----------   -----------  ------------                -----------  ----------- -----------
  Customer     Customer      Customer                   Customer     Customer     Customer
  Service      Service       Service                    Service      Service      Service
-----------   -----------  ------------                -----------  ----------- -----------

-----------   -----------  ------------  ------------  -----------  ----------- -----------
 Operations   Operations     Operations   Operations   Operations   Operations   Operations
                                            3x NL
-----------   -----------  ------------  ------------  -----------  ----------- -----------

-----------   -----------  ------------  ------------  -----------  ----------- -----------
Development   Development   Development   Operations   Development  Development Development
                                              KL
-----------   -----------  ------------  ------------  -----------  ----------- -----------

                                         -------------
                                           Operations
                                         Leshan, China
                                         -------------

</TABLE>

     However, the value of the PSA Unit Amount granted (value determined as
     number of maximum Shares granted to an Employee, to be acquired with the
     awarded PSA Units, times the stock price at the date of grant) may not
     exceed 60% of the Base Annual Salary of the individual Employee, excluding
     members of the Supervisory Board.



8.3  The number of PSA Units, if any, to be awarded to an individual Employee
     will be determined by using the following elements:

     (a)  Besi Net Income, resulting in an award of maximum 35% (thirty five
          percent) of the PSA Unit Amount;

     (b)  Besi Subsidiary / Operating Entity Net Income, resulting in an award
          of maximum 35% (thirty five percent) of the PSA Unit Amount;

     (c)  Individual Employee performance, resulting in an award of maximum 30%
          (thirty percent) of the PSA Unit Amount.


                                                                              8
<PAGE>

8.4  The number of PSA Units to be awarded to an individual Employee will be
     determined according to the following grid:

     ---------------------------------------------------------------------------
     % of Net Income resulting        0-1%     1-4%     5-7%    8-10%    10%+
     from Net Sales
     ---------------------------------------------------------------------------
     a)   Besi Group, % of the        0%       15%      25%     30%      35%
          maximum PSA Unit Amount

     b)   Besi Subsidiary/            Max. 35% of the PSA Unit Amount
          Operating Entity

     c)   Individual Employee         Max. 30% of the PSA Unit Amount
     ---------------------------------------------------------------------------


     The 8.3.b) component may, at the discretion of the Supervisory Board, only
     be granted in case the Subsidiary / Operating Entity overall achieved a
     positive Net Income.

8.5  The 8.3.c) component mentioned above means that, at the discretion of the
     Supervisory Board, the Board of Management may award Employees a maximum of
     30% (thirty percent) of the PSA Unit Amount once in any Plan Year.

8.6  At the discretion of the Supervisory Board, the Board of Management may
     award a New Employee PSA Units once during any Plan Year, provided that (i)
     the amount of PSA Units awarded does not exceed the PSA Unit Amount; (ii)
     the Company has notified AFM of its intention to award PSA Units two months
     prior to the day on which the PSA Units are to be awarded and (iii) a
     consistent policy with awarding PSA Units to New Employees is followed.

8.7  An award of PSA Units pursuant to this Article 8 (Performance Stock Award
     Units to Employees) shall be subject to the Company's remuneration policy
     or similar arrangement at any time adopted by the Supervisory Board. If
     applicable, an award of PSA Units will be qualified as wage for Dutch wage
     tax and social security purposes. The amounts of wage tax and social
     security contributions due in connection with an award of PSA Units shall
     be for the account of the Employee and shall be deducted from the
     Employee's salary.

8.8  The statutory directors (statutair bestuurders) of the Besi Besi Group have
     to choose forthwith whether or not they will accept the PSA Units to be
     awarded to them under the Plan, at the time the Plan is approved by the
     Supervisory Board or, as the case may be, at the time the Supervisory Board
     approves an amendment of the Plan. The statutory directors are not allowed
     to change their choice during the duration of the Plan.


                                                                              9
<PAGE>

8.9  An award of PSA Units will vest in accordance with the vesting schedule
     contained in the Allocation Agreement.


9.   SA UNITS TO THE MEMBERS OF THE SUPERVISORY BOARD

9.1  The number of SA Units to be granted to each member of the Supervisory
     Board will be fixed at 4,000 per year as part of the annual remuneration
     package.

9.2  SA Units issued pursuant to this Article 9 (Stock Award Units to
     Supervisory Board Members), shall be subject to the Company's remuneration
     policy or similar arrangement at any time adopted by the Supervisory Board.
     If applicable, an award of SA Units will be qualified as wage for
     Netherlands wage tax and social security purposes. The amounts of wage tax
     and social security contributions due in connection with an award of SA
     Units shall be for the account of the relevant member of the Supervisory
     Board.

9.3  An award of SA Units will vest in accordance with the vesting schedule
     contained in the Allocation Agreement.

9.4  Once during any Plan Year, the Supervisory Board may award a new member of
     the Supervisory Board SA Units provided that (i) the Company has notified
     AFM of its intention to award SA Units two months prior to the day on which
     the SA Units are to be awarded and (ii) a consistent policy with awarding
     SA Units to new member of the Supervisory Board is followed.

9.6  The members of the Supervisory Board have to choose forthwith whether or
     not they will accept the SA Units to be awarded to them under the Plan.

9.7  An award of SA Units will vest in accordance with the vesting schedule
     contained in the Allocation Agreement.


10.  GENERAL PROVISIONS GOVERNING UNITS

10.1 The Company will enter into an Allocation Agreement with Eligible
     Participants who wish to participate in the Company's capital on the basis
     of the Plan. Shares will be delivered to participating Eligible
     Participants by the Company in accordance with the Plan and the Allocation
     Agreement. The Allocation Agreement will allocate a conditional right to a
     participating Eligible Participants to obtain one or more Shares without
     consideration. On termination of the Eligible Participant's employment, or
     as case may, appointment, the Allocation Agreement will be terminated with
     immediate effect without the Eligible Participants receiving any
     consideration.


                                                                              10
<PAGE>

10.2 In the event of a merger, cessation of stock exchange quotation or takeover
     of the Company, the Board of Management will be entitled to terminate all
     Allocation Agreements.

10.3 An Eligible Participant will not be permitted to encumber or transfer
     ownership of Units or any right to acquire one or more shares pursuant to
     the Plan or the Allocation Agreement the right to take up Shares under the
     Allocation Agreement, nor to transfer ownership of the Allocation Agreement
     as a whole. Rights to acquire Shares under the Allocation Agreement may
     only be exercised by the Eligible Participant and his/her heirs.

10.4 Subject to the legal requirements of the various jurisdictions in which a
     public market for the Shares may exist and subject to the provisions of
     this Article 10 (General Provisions for Governing (Units) a Share acquired
     upon the vesting of a Unit shall be tradable on such public market or
     markets.

10.5 A Selling Shareholder shall notify the Board of Management in writing of
     his intention to sell one or more Shares. In case required, the Eligible
     Participant is responsible for notification of the AFM regarding the
     intention of trading of the Shares. Furthermore, the Eligible Participant
     is obliged at all time to comply with the Company's "Gedragscode inzake
     Voorwetenschap" and all other applicable laws, whether relating to insider
     trading or otherwise, including the Besi Code.


                                                                              11