**Exhibit 4.9**

***Convenience Translation from theGerman Original***

**Contract**

between

AIXTRON AGKackertstr. 15-1752072 Aachen

— in the followingcalled the “Company” —

represented by thechairman of its Supervisory BoardMr Kim Schindelhauer, Dipl.-Kfm.,

and

Mr William Elder

— in the followingcalled the “Board Member” —

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**Article 1Preliminary remark**

The Board Memberhas been appointed as a member of the Executive Board of AIXTRON AG byresolution of the Supervisory Board of June 30, 2005 in accordance with Article 11.

**Article 2Tasks and duties**

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

2.                                      TheBoard Member conducts the business of the Company in accordance with the law,the articles of association of the Company, the resolutions of the generalmeeting and of the Supervisory Board, the rules of procedure of theExecutive Board, the schedule of responsibilities as well as this servicecontract with the due diligence of a prudent business manager. Thisresponsibility also relates to the enterprises directly or indirectlyassociated with the Company in accordance with Articles 15 ff. AktG [the GermanStock Corporation Act].

3.                                      TheBoard Member represents the Company under the terms of the articles of association.He is exempt from the restrictions of Article 181 BGB [the German CivilCode] within the limits laid down by Article 112 AktG.

4.                                      TheCompany reserves the right to extend, to limit or otherwise to amend the scopeof responsibilities of the Board Member.

5.                                      Irrespectiveof the direct allocation of areas of responsibility, all board members arejointly responsible for the financial success of the Company.

6.                                       TheBoard Member represents the Company jointly with one other board member orholder of a full power of attorney.

**Article 3Secondary activities, working hours**

1.                                      TheBoard Member has to execute the tasks incumbent upon him with the due care of aprudent and diligent board member. He has to place his full working capacity atthe disposal of the Company, to promote its interests in every respect as wellas to strive intently towards a successful co-operation with the other boardmembers and the other employees.

The Board Membershall make available to the Company his full working capacity, his experienceand knowledge. He is not bound by fixed working hours. He is, however, obligedto be available to provide his service at any time — when and so far as thegood of the Company requires it.

In so far as theBoard Member is at the same time the managing director of other companies, allor the majority of the shares of which belong to the Company, this activity isconsidered approved upon the conclusion of the appropriate employment contractor upon his appointment as managing director. In cases where there is aconflict, the Board Member is obliged to weigh up the conflicting demands andallot his working capacity and working hours accordingly.

Secondaryactivities such as membership of an advisory or supervisory board are permissibleat companies or organizations that do not stand in any current or potential competitiverelationship with the Company; however, the prior written consent of theChairman of the Supervisory Board is required.

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**Article 4Benefits**

1.                                      Asremuneration for his activity, the Board Member receives a monthly salary ofUSD 30,000 gross, which is paid 12 times per year. The annual salaryaccordingly amounts to USD 360,000. The monthly salary is to be paid at the endof each calendar month.

2.                                      Inaddition, the Board Member will receive from a “total bonus pot”, aprofit-sharing bonus in the amount of 1.0% of the modified consolidated profitfor the year (in accordance with IFRS — consolidated accounts). The modifiedconsolidated profit for the year results from the consolidated accounts of theCompany, according to the consolidated accounts (IFRS) audited by and with theopinion of the auditor, less any consolidated loss brought forward fromprevious years and any amounts that are to be transferred from the profit forthe year of AIXTRON AG to the retained earnings in accordance with the law orthe articles of association. The consolidated loss carried forward results fromthe annual consolidated losses from previous years, less annual consolidatedprofits from subsequent financial years. The total bonus pot amounts to 10% ofthe modified consolidated profit for the year and amounts in sum to a maximumof €6.5 million.

The profit-sharing bonusfalls due for payment within one month of the adoption of the relevant annualaccounts by the Supervisory Board.

The Company pays theregular premiums for accident insurance for the benefit of the Board Member;the sums insured are €500,000.00 in the event of accidental death, €1,000,000.00in 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 disabilityscale.

3.                                      Inso far as the Board Member is not a member of the board for the full financialyear, all of the above remuneration benefits shall be calculated pro ratatemporis.

4.                                      Allovertime, supplementary work, work on Sundays and public holidays as well asactivities for subsidiary and associated companies that may arise are alsosatisfied by the remuneration regulated in the above.

5.                                      TheCompany intends to take out D&O insurance to insure all members of theboards of the Company. If the Board Member leaves the Company, the Board Memberis entitled to receive a copy of the policies on request.

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**Article 5Other benefits**

1.                                      Forbusiness travel, the Board Member is entitled to reimbursement of his travel expensesupon presentation of the appropriate receipts.

2.                                      Anappropriate company car shall be made available to the Board Member. He isentitled to use the passenger car placed at his disposal also for privatepurposes. The Board Member shall bear the income tax on the monetary value ofthe benefit represented by this private use. The Company bears the running andmaintenance costs.

**Article 6Continued payment of the benefits**

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

2.                                      Thefollowing shall apply concerning the profit-sharing bonus:

In the event that theBoard Member suffers an illness or other incapacity for which he is notresponsible for a duration of more than 6 (six) months, the profit-sharingbonus shall only be paid for the first 6 (six) months after the commencement ofthe incapacity. Following the resumption of his activities, the Board Member isentitled to the profit-sharing bonus for the current financial year pro ratatemporis based on the full months remaining in that year. If the employmentrelationship is terminated without notice for good cause that lies with theperson of the Board Member and for which he has to bear responsibility, the entitlementto the profit-sharing bonus lapses from the time that the termination becomes effective.

3.                                      Inthe event of the death of the Board Member, his legal heirs as joint andseveral creditors shall receive the salary of the Board Member for the month inwhich the death occurs as well as for the subsequent 3 (three) months.

**Article 7Annual leave**

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

2.                                      Theannual leave is to be arranged in co-ordination with the other board members insuch a way that the proper management and representation of the Company isalways ensured.

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**Article 8Prohibition on secondary employment and competition**

For the durationof the contract, the Board Member is not permitted to work at, consult for orin any way whatever support a company that is in current or potentialcompetition with the Company, whether that be on an independent or dependentbasis, 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 aprofessional 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 fromholding an interest in other companies that are in competition with the Companyor with which the Company maintains business relations, whether that bedirectly or indirectly. The only cases where this is not prohibited is when thecompany in question is a listed company and the commitment amounts to less than2% of its share capital or the Chairman of the Supervisory Board has given hisprior consent.

Exceptions fromthese restrictions require the prior written approval of the Chairman of theSupervisory Board. Activities for subsidiary and associated companies of theCompany are generally exempted from the provisions of this paragraph.

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

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

**Article 9Confidentiality**

1.                                      TheBoard Member undertakes to maintain confidentiality concerning all businessmatters and procedures which he gains knowledge of within the framework of hisactivity, also following his departure from the Company.

2.                                      Uponhis departure or leave of absence from the Company, the Board Member shall releaseto it all documents relating to the Company or an associated company, includingduplicates and photocopies of these in his possession, but excluding generallyaccessible documents or such documents that the Board Member has acquired inanother capacity, e.g. as a shareholder, and has to affirm to the Company inwriting that this has been completed in full. The Board Member does not haveany right of retention in these documents in any case.

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**Article 10Service inventions**

1.                                      Allrights in inventions that can or cannot be protected, suggestions forimprovements, designs, etc. — in the following called “inventions” — that theBoard Member makes during the service relationship pertain to the Company or toa third party designated by the latter. They are to be reported to the Chairmanof the Supervisory Board in any event. The Board Member will do everything forthe account of the Company that is necessary according to relevant legalregulations to acquire for the Company or the third party the correspondinglegal protection at home and abroad for inventions of this kind.

2.                                      Inventionsof the Board Member that cannot be protected are compensated by the benefitslaid down in this contract. For inventions capable of protection that arereported in accordance with Article 10 para. 1, the valid regulations ofAIXTRON AG are to be applied.

**Article 11Duration of the contract**

1.                                      Thiscontract comes into force with effect from July 1, 2005.

This contract ends as soon as the appointment as aboard member end. That is upon the expiry of the contract on June 30,2006.

If the appointment as a board member is extended byresolution of the Supervisory Board, then the duration of this contract isextended accordingly.

2.                                      Theright to terminate this contract without notice remains unaffected. The personcompetent to receive an extraordinary notice of termination given by the BoardMember is the Chairman of the Supervisory Board. Notice of any termination hasto be made in writing.

3.                                      TheCompany is entitled at any time, in particular following revocation of theappointment or following termination of this contract without notice, todischarge the Board Member from his obligation to provide service for theCompany. If the service relationship is terminated or the appointment of theBoard 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 theappointment to the board is contested — to terminate and resign from all officesand duties that have been assumed by him in connection with his activity forthe Company and/or for its associated companies at the next possible date; theSupervisory Board can stipulate that these obligations become effective at alater point in time, at the latest, however, by the end of the employmentcontract.

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**Article 12Final provisions**

1.                                      Verbalancillary agreements are not made; amendments and supplements to this contracthave to be made in written form as a minimum in order to be effective. Thisrequirement concerning written form can only be waived by written statement ofthe parties concluding the contract.

2.                                      Shouldprovisions of this contract be legally invalid in full or in part or later losetheir legal effect, then the validity of the remaining provisions of thecontract shall not be affected by that. The same shall apply if a loophole should emerge in this contract. In place of the invalidprovision 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 partiesconcluding the contract wanted or, based on the spirit and purpose of thiscontract, what they would have wanted had they considered this point.

3.                                      Thetwo parties confirm that they have each received an executed copy of thiscontract.

**Article 13Venue**

The registeredoffice of the Company is agreed as the venue for disputes. The law of theFederal Republic of Germany shall apply.
| [signed]                               |   | June 30, 2005 |
|----------------------------------------|--------|--------------------|
|                                   |   |               |
| The Chairman of  the Supervisory Board |   | Date               |
|                                   |   |               |
|                                   |   |               |
| [signed]                               |   | June 30, 2005 |
|                                   |   |               |
| The Board Member                       |   | Date               |

 

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