**Exhibit 4.15**

***Convenience Translation from theGerman Original***

**Contract**

between

AIXTRON AG

Kackertstr. 15-17

52072 Aachen

— in the followingcalled the “Company” —

represented by thechairman of its Supervisory Board

Mr K.Schindelhauer

and

Timothy McEntee

48912 Rosengarden Ct.

Fremont, CA 94539

USA

— in the followingcalled the “Board Member” —

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**Article 1**

**Preliminaryremark**

The Board Memberhas been appointed as a member of the board of management of AIXTRON AG.

**Article 2**

**Tasks andduties**

1.                                               Irrespective of the Board Member’sresponsibility for the business management as a whole, the responsiblemanagement of the business division assigned to him in the schedule ofresponsibilities 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 ss. 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 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 3**

**Secondaryactivities, working hours**

1.                                               The Board Member has to execute thetasks incumbent upon him with the due care of a prudent and diligent boardmember. He has to place his full working capacity at the disposal of theCompany, to promote its interests in every respect as well as to striveintently towards a successful co-operation with the other board members and theother employees.

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 sofar as the Board Member is at the same time the managing director of other companies,all or the majority of the shares of which belong to the Company, this activityis considered approved upon the conclusion of the appropriate employmentcontract or upon his appointment as managing director. In cases where there isa conflict, 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.

**Article 4**

**Benefits**

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1.                                              As remuneration for his activity, theBoard Member receives a monthly salary of €16,200 gross, which is paid 13 timesper year. The annual salary accordingly amounts to €210,600. The monthly salaryis to be paid at the end of each calendar month. The 13th salary is disbursedtogether with the payment of the salary for the month 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-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 5**

**Otherbenefits**

1.                                              For business travel, the Board Member isentitled to reimbursement of his travel expenses upon presentation of the appropriatereceipts.

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 6**

**Continuedpayment of the benefits**

1.                                              Should the Board Member be preventedfrom exercising his duties on the board on account of illness or for any otherreason for which he bears no responsibility, then his monthly salary as definedin s. 3 para. 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.                                      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 7**

**Annualleave**

1.                                              The Board Member is entitled to annualleave 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 8**

**Prohibitionon 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 potential competitionwith the Company, whether that be on an independent or dependent basis, or toestablish such a company or to hold an interest in such a company, whether thatbe directly or indirectly, and whether that be on a casual or on a professionalbasis. 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 9**

**Confidentiality**

1.                                              The Board Member undertakes to maintainconfidentiality concerning all business matters and procedures which he gainsknowledge of within the framework of his activity, also following his departurefrom 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 10**

**Serviceinventions**

1.                                              All rights in inventions that can orcannot be protected, suggestions for improvements, designs, etc. — in thefollowing called “inventions” — that the Board Member makes during the servicerelationship pertain to the Company or to a third party designated by thelatter. They are to be reported to the Chairman of the Supervisory Board in anyevent. The Board Member will do everything for the account of the Company thatis necessary according to relevant legal regulations to acquire for the Companyor the third party the corresponding legal protection at home and abroad forinventions 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 11**

**Durationof the contract**

1.                                              This contract comes into force witheffect from November 15, 2002.

This contract ends as soon as the appointment as aboard member ends. That is upon the expiry of the contract on November 14,2005.

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 employmentcontract.

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**Article 12Final provisions**

1.                                              Verbal ancillary agreements are notmade; amendments and supplements to this contract have to be made in writtenform as a minimum in order to be effective. This requirement concerning writtenform can only be waived by written statement of the parties concluding thecontract.

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 13**

**Venue**

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

 
| [signed]                               |   | October 17, 2002 |
|----------------------------------------|--------|-----------------------|
| The Chairman of  the Supervisory Board |   | Date                  |
|                                   |   |                  |
|                                   |   |                  |
| [signed]                               |   | October 8, 2002  |
| The Board Member                       |   | Date                  |

 

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