**Exhibit 4.13**

***Convenience Translation from theGerman Original***

**Contract**

between

AIXTRON AGKackertstr. 15-1752072 Aachen

— in the followingcalled the “Company” —

represented by thechairman of its Supervisory BoardMr Joachim Simmroß, Dipl.-Kfm.,

and

ChristopherCharles DodsonAn der Kapelle 652076 Aachen

— in the followingcalled the “Board Member” —

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**Article 1Preliminary remark**

The Board Memberhas been appointed as a member of the board of management of AIXTRON AG for aperiod of 3 (three) years by resolution of the Supervisory Board of March 7,2002. The previous employment contract with the Company is therefore cancelledand replaced by the following agreement.

**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, thearticles of association of the Company, the resolutions of the general meetingand 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 or holderof 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.

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 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 for theyear to the retained earnings in accordance with the law or the articles ofassociation.

The profit-sharing bonus falls due for payment withinone month of the adoption of the relevant annual 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 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.                                      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.                                      Theabove benefits are to be reviewed in a two-year cycle to check that they areappropriate.

7.                                      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.

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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 that the Board Member suffers an illness orother 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 ofhis 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.                                      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 s. 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 Supervisory Board.Activities for subsidiary and associated companies of the Company are generallyexempted 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 s. 1,the following shall apply as compensation for the prohibition oncompetition:  the Board Member shallreceive 50% of the last monthly salary as defined in s. 4.1 for the duration ofthe prohibition on competition. The Company can lift the prohibition oncompetition at any time at its discretion. Any compensation payments are alsocancelled 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 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, 2002.

This contract ends as soon as the appointment as aboard member ends. That is upon the expiry of the contract on March 31,2005.

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.                                      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 employment contract.

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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 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 13Venue**

The registeredoffice of the Company is agreed as the venue for disputes. The law of theFederal Republic of Germany shall apply.

 

 

 

 
| [signed]                               |   |   | March 7, 2002 |
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| The Chairman of  the Supervisory Board |   | Date   |
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| [signed]                               |   |   | March 7, 2002 |
| The Board Member                       |   | Date   |

 

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