**Exhibit 4.6**

***Convenience Translation from theGerman Original***

**Contract**

 

between

** **

AIXTRONAG

Kackertstrasse15-17

D-52072Aachen

 

— in the following calledthe “Company” —

 

represented by thechairman of its Supervisory Board

Mr Kim Schindelhauer

 

and

** **

MrWolfgang Breme

Kaiserberg9

D-40878Ratingen

 

— in the following calledthe “Board Member” —

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**Article 1**

**Preliminaryremark**

The Board Memberhas been appointed as a member of the Executive Board of AIXTRON AG for aperiod of 3 (three) years by resolution of the Supervisory Board ofJanuary 24, 2005.

**Article 2**

**Tasks andduties**

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

2.               The Board Memberconducts the business of the Company in accordance with the law, the Articlesof Association of the Company, the resolutions of the Annual General Meetingand the Supervisory Board, the rules of procedure of the Executive Board, theschedule of responsibilities as well as this service contract, with the duediligence of a prudent business manager. This responsibility also relates tocompanies directly or indirectly affiliated with the Company in accordance withArticles 15 ff. AktG [German Stock Corporation Act].

3.               The Board Memberrepresents the Company under the terms of the Articles of Association. He isexempt from the restrictions of Article 181 BGB [German Civil Code] within thelimits laid down by Article 112 AktG.

4.               The Companyreserves the right to extend, limit or otherwise amend the scope ofresponsibilities of the Board Member.

5.               Irrespective of thedirect allocation of areas of responsibility, all board members are jointlyresponsible for the financial success of the Company.

6.               The Board Memberrepresents the Company jointly with one other board member or authorizedrepresentative.

**Article 3**

**Secondaryactivities, working hours**

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

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

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

4.               Secondaryactivities such as membership to 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 4**

**Benefits**

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

2.               In addition, theBoard Member receives a bonus from the “profit-sharing pot” of 1.5% of themodified Group net income (in accordance with the IFRS consolidated financialstatements). The modified Group net income arises from the Group net income, inaccordance with the Company’s consolidated financial statements certified by anauditor (IFRS), less any Group loss carryforwards and any amounts that are tobe transferred from the AIXTRON AG financial statement to the revenue reservesin accordance with the law or the Articles of Association. The Group losscarryforwards arise from Group net losses from previous years, less Group netincome from following years. Possible loss carryforwards from financial yearsprior to January 1, 2005 are not taken into account. The profit-sharing bonusis 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 withinone month of adoption of the relevant annual consolidated financial statementsby the Supervisory Board.

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

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

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

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

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

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

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**Article 5**

**Otherbenefits**

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

2.               An appropriatecompany car — Mercedes E class or equivalent — shall be made available to theBoard Member. He is also entitled to use the passenger car placed at hisdisposal for private purposes. The Board Member shall bear the income tax onthe monetary value of the benefit represented by this private use. The Companybears the running and maintenance costs.

**Article 6**

**Continuedpayment of the benefits**

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

2.               The following shallapply concerning the profit-sharing bonus:

In the event that the Board Member suffers an illnessor other incapacity for which he is not responsible for a duration of more than6 (six) months, the profit-sharing bonus shall only be paid for the first 6(six) months after the commencement of the incapacity. Following the resumptionof his activities, the Board Member is entitled to the profit-sharing bonus forthe current financial year pro rata temporis based on the full months remainingin that year. If the employment relationship is terminated without notice forgood cause that lies with the person of the Board Member and for which he hasto bear responsibility, the entitlement to the profit-sharing bonus lapses fromthe time that the termination becomes effective.

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

**Article 7**

**Annualleave**

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

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

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**Article 8**

**Prohibition on secondary employment andcompetition**

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 tothat, the Board Member is prohibited for the duration of this service contractfrom holding an interest in other companies that are in competition with theCompany or 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 affiliated 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 Article1, the following shall apply as compensation for the prohibition oncompetition: the Board Member shall receive 50% of the last monthly salary asdefined in Article 4.1 for the duration of the prohibition on competition. TheCompany 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 Memberundertakes to maintain confidentiality concerning all business matters andprocedures which he gains knowledge of within the framework of his activity,also following his departure from the Company.

2.               Upon his departureor leave of absence from the Company, the Board Member shall release to it alldocuments relating to the Company or an affiliated 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 to retention of these documents in any case.

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**Article 10**

**Service inventions**

1.               All rights toinventions that can or cannot be protected, suggestions for improvements,designs, etc. — in the following called “inventions” — that the Board Membermakes during the service relationship pertain to the Company or to a thirdparty designated by the latter. They are to be reported to the Chairman of theSupervisory Board in any event. The Board Member will do everything for theaccount 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.               Inventions of theBoard Member that cannot be protected are compensated by the benefits laid downin this contract. For inventions capable of protection that are reported in accordancewith Article 10 paragraph 1, the valid regulations of AIXTRON AG are to be applied.

**Article 11**

**Duration of the contract**

1.               This contract comesinto force with effect from April 1, 2005.

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

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

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

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

3.               The right toterminate this contract without notice remains unaffected. The person competentto receive an extraordinary notice of termination given by the Board Member isthe Chairman of the Supervisory Board. Notice of any termination has to be madein writing.

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

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**Article 12**

**Settlement - change of control**

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

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

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

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

**Article 13**

**Final provisions**

1.               Verbal ancillaryagreements are not made; amendments and supplements to this contract have to bemade in written form as a minimum in order to be effective. This requirementconcerning written form can only be waived by written statement of the partiesconcluding the contract.

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

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

**Article 14**

**Venue**

The registeredoffice of the Company is agreed as the venue for disputes. The law of theFederal Republic of Germany shall apply.
|                                        |   | February 3, 2005 |
|----------------------------------------|--------|------------------|
| The Chairman of  the Supervisory Board |   | Date             |
|                                   |   |             |
|                                        |   | January 28, 2005 |
| The Board Member                       |   | Date             |

 

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