Exhibit 4.6


Convenience Translation from the
German Original


Contract


 


between


 


AIXTRON
AG


Kackertstrasse
15-17


D-52072
Aachen


 


— in the following called
the “Company” —


 


represented by the
chairman of its Supervisory Board


Mr Kim Schindelhauer


 


and


 


Mr
Wolfgang Breme


Kaiserberg
9


D-40878
Ratingen


 


— in the following called
the “Board Member” —













Article 1


Preliminary
remark


The Board Member
has been appointed as a member of the Executive Board of AIXTRON AG for a
period of 3 (three) years by resolution of the Supervisory Board of
January 24, 2005.


Article 2


Tasks and
duties


1.               Irrespective of the
Board Member’s responsibility for the business management as a whole, the
responsible management of the business division assigned to him in the schedule
of responsibilities is incumbent upon the Board Member.


2.               The Board Member
conducts the business of the Company in accordance with the law, the Articles
of Association of the Company, the resolutions of the Annual General Meeting
and the Supervisory Board, the rules of procedure of the Executive Board, the
schedule of responsibilities as well as this service contract, with the due
diligence of a prudent business manager. This responsibility also relates to
companies directly or indirectly affiliated with the Company in accordance with
Articles 15 ff. AktG [German Stock Corporation Act].


3.               The Board Member
represents the Company under the terms of the Articles of Association. He is
exempt from the restrictions of Article 181 BGB [German Civil Code] within the
limits laid down by Article 112 AktG.


4.               The Company
reserves the right to extend, limit or otherwise amend the scope of
responsibilities of the Board Member.


5.               Irrespective of the
direct allocation of areas of responsibility, all board members are jointly
responsible for the financial success of the Company.


6.               The Board Member
represents the Company jointly with one other board member or authorized
representative.


Article 3


Secondary
activities, working hours


1.               The Board Member
has to execute the tasks incumbent upon him with the due care of a prudent and
diligent board member. He has to place his full working capacity at the disposal
of the Company, to promote its interests in every respect as well as to strive
intently towards a successful cooperation with the other board members and the
other employees.


2.               The Board Member
shall make his full working capacity, experience and knowledge available to the
Company. He is not bound by fixed working hours. He is, however, obliged to be
available to provide his service at any time — when and so far as the good of
the Company requires it.


3.               In so far as the
Board Member is also the managing director of other companies, of which all or
the majority of the shares belong to the Company, this activity is considered
approved upon the conclusion of the appropriate employment contract or upon his
appointment as managing director. In cases where there is a conflict, the Board
Member is obliged to weigh up the conflicting demands and allot his working
capacity and working hours accordingly.


4.               Secondary
activities such as membership to an advisory or Supervisory Board are permissible
at companies or organizations that do not stand in any current or potential competitive
relationship with the Company. However, the prior written consent of the
Chairman of the Supervisory Board is required.













Article 4


Benefits


1.               As remuneration for
his activity in the first appointment year, the Board Member receives a monthly
salary of €15,400 gross, which is paid 13 times per year. The annual salary
accordingly amounts to €200,200. For the second and third appointment years,
the monthly salary amounts to €17,700 gross, accordingly €230,100 per year. The
monthly salary is to be paid at the end of each calendar month. The 13th salary
is disbursed together with the payment of the salary for the month of November.


2.               In addition, the
Board Member receives a bonus from the “profit-sharing pot” of 1.5% of the
modified Group net income (in accordance with the IFRS consolidated financial
statements). The modified Group net income arises from the Group net income, in
accordance with the Company’s consolidated financial statements certified by an
auditor (IFRS), less any Group loss carryforwards and any amounts that are to
be transferred from the AIXTRON AG financial statement to the revenue reserves
in accordance with the law or the Articles of Association. The Group loss
carryforwards arise from Group net losses from previous years, less Group net
income from following years. Possible loss carryforwards from financial years
prior to January 1, 2005 are not taken into account. The profit-sharing bonus
is 10% of the modified Group net income and amounts to a maximum total of €6,500,000.


The profit-sharing bonus falls due for payment within
one month of adoption of the relevant annual consolidated financial statements
by the Supervisory Board.


3.               For the purposes of
a pension scheme, the Company pays the Board Member up to €25,000.00 p.a. in
his first appointment year and up to €40,000.00 p.a. in his second and third
appointment years, according to his choice as the premium for life insurance to
be taken out or as an additional component of his salary (gross).


The Company pays the regular premiums for accident
insurance for the benefit of the Board Member; the sums insured are €500,000.00
in the event of accidental death, €1,000,000.00 in the event of accidental
death as a result of the use of public transport and €1,000,000.00 in the event
of disability according to a progressive disability scale.


4.               In addition to
that, the Company pays the employer’s contributions to the compulsory health
insurance or the same amount to alternative insurance with waiver.


5.               In so far as the
Board Member is not a member of the board for the full financial year, all of
the above remuneration benefits shall be calculated pro rata temporis.


6.               Any overtime,
supplementary work, work on Sundays and public holidays as well as activities
for subsidiary and affiliated companies that may arise are also satisfied by
the remuneration regulated in the above.


7.               The Company intends
to take out D&O insurance to insure all members of the boards of the
Company. If the Board Member leaves the Company, the Board Member is entitled
to receive a copy of the policies on request.













Article 5


Other
benefits


1.               For business
travel, the Board Member is entitled to reimbursement of his travel expenses
upon presentation of the appropriate receipts.


2.               An appropriate
company car — Mercedes E class or equivalent — shall be made available to the
Board Member. He is also entitled to use the passenger car placed at his
disposal for private purposes. The Board Member shall bear the income tax on
the monetary value of the benefit represented by this private use. The Company
bears the running and maintenance costs.


Article 6


Continued
payment of the benefits


1.               Should the Board
Member be prevented from exercising his duties on the board on account of
illness or for any other reason for which he bears no responsibility, then his
monthly salary as defined in Article 3 paragraph 1 shall continue to be paid to
him in full for the duration of 3 (three) months and at a rate of 50% for a
further 9 (nine) months.


2.               The following shall
apply concerning the profit-sharing bonus:


In the event that the Board Member suffers an illness
or other incapacity for which he is not responsible for a duration of more than
6 (six) months, the profit-sharing bonus shall only be paid for the first 6
(six) months after the commencement of the incapacity. Following the resumption
of his activities, the Board Member is entitled to the profit-sharing bonus for
the current financial year pro rata temporis based on the full months remaining
in that year. If the employment relationship is terminated without notice for
good cause that lies with the person of the Board Member and for which he has
to bear responsibility, the entitlement to the profit-sharing bonus lapses from
the time that the termination becomes effective.


3.               In the event of the
death of the Board Member, his legal heirs as joint and several creditors shall
receive the salary of the Board Member for the month in which the death occurs
as well as for the 3 (three) subsequent months.


Article 7


Annual
leave


1.               The Board Member is
entitled to annual leave of 30 (thirty) days.


2.               The annual leave is
to be arranged in coordination with the other board members in such a way that
proper management and representation of the Company is always ensured.













Article 8


Prohibition on secondary employment and
competition


For the duration
of the contract, the Board Member is not permitted to work at, consult for or
in any way whatever support a company that is in current or potential
competition with the Company, whether that be on an independent or dependent
basis, or to establish such a company or to hold an interest in such a company,
whether that be directly or indirectly, and whether that be on a casual or on a
professional basis. The provisions of Article 88 AktG apply accordingly.


In addition to
that, the Board Member is prohibited for the duration of this service contract
from holding an interest in other companies that are in competition with the
Company or with which the Company maintains business relations, whether that be
directly or indirectly. The only cases where this is not prohibited is when the
company in question is a listed company and the commitment amounts to less than
2% of its share capital or the Chairman of the Supervisory Board has given his
prior consent.


Exceptions from
these restrictions require the prior written approval of the Chairman of the
Supervisory Board. Activities for subsidiary and affiliated companies of the
Company are generally exempted from the provisions of this paragraph.


In the event that
the contract is not extended, the prohibition on competition applies for the
duration of 24 (twenty-four) months following the termination of the contract.


If the employment
relationship is not extended beyond the appointment period as defined in Article
1, the following shall apply as compensation for the prohibition on
competition: the Board Member shall receive 50% of the last monthly salary as
defined in Article 4.1 for the duration of the prohibition on competition. The
Company can lift the prohibition on competition at any time at its discretion.
Any compensation payments are also cancelled with that.


Article 9


Confidentiality


1.               The Board Member
undertakes to maintain confidentiality concerning all business matters and
procedures which he gains knowledge of within the framework of his activity,
also following his departure from the Company.


2.               Upon his departure
or leave of absence from the Company, the Board Member shall release to it all
documents relating to the Company or an affiliated company, including
duplicates and photocopies of these in his possession, but excluding generally
accessible documents or such documents that the Board Member has acquired in
another capacity, e.g. as a shareholder, and has to affirm to the Company in
writing that this has been completed in full. The Board Member does not have
any right to retention of these documents in any case.













Article 10


Service inventions


1.               All rights to
inventions that can or cannot be protected, suggestions for improvements,
designs, etc. — in the following called “inventions” — that the Board Member
makes during the service relationship pertain to the Company or to a third
party designated by the latter. They are to be reported to the Chairman of the
Supervisory Board in any event. The Board Member will do everything for the
account of the Company that is necessary according to relevant legal
regulations to acquire for the Company or the third party the corresponding
legal protection at home and abroad for inventions of this kind.


2.               Inventions of the
Board Member that cannot be protected are compensated by the benefits laid down
in this contract. For inventions capable of protection that are reported in accordance
with Article 10 paragraph 1, the valid regulations of AIXTRON AG are to be applied.


Article 11


Duration of the contract


1.               This contract comes
into force with effect from April 1, 2005.


This contract ends as soon as the appointment as a
board member ends. That is upon the expiry of the contract on March 31, 2008.


This contract may be terminated by either party to the
end of the first appointment year with a notice period of 3 (three) months.


If the appointment as a board member is extended by
resolution of the Supervisory Board, then the duration of this contract is
extended accordingly. The parties should agree on any extension at the latest 6
(six) months before the contract expires.


2.               This contract ends
in any event, without this requiring any notice of termination, at the end of
the month in which the Board Member turns 65 years of age.


3.               The right to
terminate this contract without notice remains unaffected. The person competent
to receive an extraordinary notice of termination given by the Board Member is
the Chairman of the Supervisory Board. Notice of any termination has to be made
in writing.


4.               The Company is
entitled at any time, in particular following revocation of the appointment or
following termination of this contract without notice, to discharge the Board
Member from his obligation to provide service for the Company. If the service
relationship is terminated or the appointment of the Board Member comes to an
end, then the Board Member is under the obligation — even when the
effectiveness of the termination and/or of the ending of the appointment to the
board is contested — to terminate and resign from all offices and duties that
have been assumed by him in connection with his activity for the Company and/or
for its affiliated companies at the next possible date; the Supervisory Board
can stipulate that these obligations become effective at a later point in time,
at the latest, however, by the end of the employment contract.













Article 12


Settlement - change of control


1.               If the Board Member
is discharged from his post ahead of time without there being an important reason
in his person, the Board Member may terminate the service relationship to the
end of the current month and shall receive a settlement in accordance with the
stipulations of Article 4.


2.               If a change of
control situation as described below exists, the Board Member is entitled to
terminate the service relationship with a notice period of 3 (three) months to
the end of the month and to resign from his post on the termination date. He
shall then be entitled to receive a settlement in accordance with the stipulations
of Article 4.


3.               A change of control
situation as meant above exists if a third party or a group of third parties
who contractually combine their shares in order to act subsequently as a third
party, holds more than 50% of the Company’s authorized capital be it directly
or indirectly.


4.               The settlement in
accordance with previous sections amounts to 1 (one) year’s gross salary (fixed
sum) in line with Article 4 of this contract.


Article 13


Final provisions


1.               Verbal ancillary
agreements are not made; amendments and supplements to this contract have to be
made in written form as a minimum in order to be effective. This requirement
concerning written form can only be waived by written statement of the parties
concluding the contract.


2.               Should provisions
of this contract be legally invalid in full or in part or later lose their
legal effect, then the validity of the remaining provisions of the contract
shall not be affected by that. The same shall apply if a loophole should emerge
in this contract. In place of the invalid provision or to fill the loophole, a
suitable regulation is to be created that — in so far as legally possible —
comes closest commercially to what the parties concluding the contract wanted
or, based on the spirit and purpose of this contract, what they would have
wanted had they considered this point.


3.               The two parties
confirm that they have each received an executed copy of this contract.


Article 14


Venue


The registered
office of the Company is agreed as the venue for disputes. The law of the
Federal Republic of Germany shall apply.


	
  

  	
   

  	
  February 3, 2005

  
	
  The Chairman of
  the Supervisory Board

  	
   

  	
  Date

  
	
   

  	
   

  	
   

  
	
  

  	
   

  	
  January 28, 2005
  

  
	
  The Board Member

  	
   

  	
  Date