**Exhibit 4.6**

*ConvenienceTranslation from the German 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 Wolfgang BremeKaiserberg 940878 Ratingen

— in the followingcalled the “Board Member” —

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**Article 1Preliminary remark**

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

**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 the ExecutiveBoard, the schedule of responsibilities as well as this service contract withthe due diligence of a prudent business manager. This responsibility alsorelates to the enterprises directly or indirectly associated with the Companyin accordance with ss. 15 ff. AktG [the German Stock Corporation Act].

3.                  TheBoard Member represents the Company under the terms of the articles of association.He is exempt from the restrictions of s. 181 BGB [the German Civil Code] withinthe limits laid down by s. 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.

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

3.                  Inso far as the Board Member is at the same time the managing director of othercompanies, all or the majority of the shares of which belong to the Company,this activity is considered approved upon the conclusion of the appropriateemployment contract or upon his appointment as managing director. In caseswhere there is a conflict, the Board Member is obliged to weigh up theconflicting demands and allot his working capacity and working hoursaccordingly.

4.                  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 of €16,200gross, which is paid 13 times per year. The annual salary accordingly amountsto €210,600. 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 themonth of November.

2.                  TheBoard Member receives a profit-sharing bonus. The profit-sharing bonus is calculatedby making available for the whole board 2.0% of the consolidated profit for theyear and dividing this equally by the number of board members. If a chairman orspokesman of the board is appointed, then he receives double this amount fromthe total amount.

The consolidated profit for the year results from theconsolidated accounts of the Company, audited by and issued with the opinion ofthe auditor of the consolidated accounts, in so far as these are bindingaccording to s. 315 ff BGB, less any consolidated loss brought forward fromprevious years and any amounts that are to be transferred from the profit forthe year to the retained earnings in accordance with the law or the articles ofassociation.

The profit-sharingbonus falls due for payment within one month of the adoption of the relevantannual accounts.

3.                  Forthe purposes of a pension scheme, the Company pays the Board Member up to €25,000.00p.a. according to his choice as the premium for life insurance to be taken outor as an additional component of his salary (gross).

The Company paysthe regular premiums for accident insurance for the benefit of the BoardMember; 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.

4.                  Inaddition to that, the Company pays the employer’s contributions to thecompulsory health insurance or the same amount to alternative insurance withwaiver.

5.                  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.

6.                  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.

7.                  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 — Mercedes E class or equivalent — shall be madeavailable to the Board Member. He is entitled to use the passenger car placedat his disposal also for private purposes. The Board Member shall bear theincome tax on the monetary value of the benefit represented by this private use.The Company bears the running and maintenance 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 s. 3 para. 1 shall continue to be paid to himin full for the duration of 3 (three) months and at a rate of 50% for a further9 (nine) months.

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

In the event thatthe Board 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 duration of the contract, the Board Member isnot permitted to work at, consult for or in any way whatever support a companythat is in current or potential competition with the Company, whether that beon an independent or dependent basis, or to establish such a company or to holdan interest in such a company, whether that be directly or indirectly, andwhether that be on a casual or on a professional basis. The provisions of s. 88AktG apply accordingly.

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

Exceptions from these restrictions require the priorwritten approval of the Chairman of the Supervisory Board. Activities forsubsidiary and associated companies of the Company are generally exempted fromthe provisions of this paragraph.

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

If the employment relationship is not extended beyondthe appointment period as defined in s. 1, the following shall apply ascompensation for the prohibition on competition:  the Board Member shall receive 50% of thelast monthly salary as defined in s. 4.1 for the duration of the prohibition oncompetition. The Company can lift the prohibition on competition at any time atits discretion. Any compensation payments 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 legal regulationsto acquire for the Company or the third party the corresponding legalprotection 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 s. 10 para. 1, the valid regulations of AIXTRON AGare to be applied.

**Article 11Duration of the contract**

1.                  Thiscontract comes into 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 appointmentas a board member is extended by resolution of the Supervisory Board, then theduration of this contract is extended accordingly. The parties should agree onany extension at the latest 6 (six) months before the contract expires.

2.                  Thiscontract 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.                  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.

4.                  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 12Settlement - Change of control**

1.                  Ifthe Board Member is discharged from his post ahead of time without there beingan important reason in his person, the Board Member may terminate the servicerelationship to the end of the current month and shall receive a settlement inaccordance with the stipulations of s. 4.

2.                  Ifa change of control situation as described below exists, the Board Member isentitled 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 thetermination date. He shall then be entitled to receive a settlement inaccordance with the stipulations of s. 4.

3.                  Achange of control situation as meant above exists if a third party or a groupof third parties who contractually combine their shares in order to actsubsequently as a third party holds more than 50% of the Company’s authorizedcapital be it directly or indirectly.

4.                  Thesettlement in accordance with previous sections amounts to 1 (one) year’s grosssalary (fixed sum) in line with s. 4 of this contract.

**Article 13Final 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 loopholeshould emerge in this contract. In place of the invalid provision or to fillthe loophole, a suitable regulation is to be created that — in so far aslegally possible — comes closest commercially to what the parties concludingthe contract wanted or, based on the spirit and purpose of this contract, whatthey would have wanted had they considered this point.

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

**Article 14Venue**

The registered office of the Company is agreed as thevenue for disputes. The law of the Federal Republic of Germany shall apply.
| [signed]                               | February 3, 2005 |
|----------------------------------------|------------------|
| The Chairman of  the Supervisory Board | Date             |
|                                   |             |
| [signed]                               | January 1, 2005  |
| The Board Member                       | Date             |

 

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