Form 8-K MAXWELL TECHNOLOGIES For: Jan 15

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January 19, 2016 7:45 AM EST

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event Reported): January 15, 2016

MAXWELL TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in its Charter)




Delaware	001-15477	95-2390133
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

3888 Calle Fortunada

San Diego, California 92123

(Addresses of principal executive offices, including zip code)

(858) 503-3300

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):



¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)



¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)



¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))



¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)

Adoption of Incentive Bonus Plan

On January 15, 2016, the Compensation Committee of the Board of Directors (the “Committee”) of Maxwell Technologies, Inc. (the “Company”) adopted the Maxwell Technologies, Inc. Incentive Bonus Plan to enable participants to earn annual incentive bonuses based upon achievement of specified financial and strategic performance. The Incentive Bonus Plan is an omnibus short-term incentive bonus plan that allows the Company to award incentive arrangements having such performance goals, performance periods and other terms and conditions as the Committee may from year to year determine appropriate. Awards under this plan may (but are not required to) work in conjunction with the Company’s 2013 Omnibus Equity Incentive Plan (the “2013 Equity Plan”) so as to allow the Company to compensate executive officers with “performance-based compensation” as defined under applicable federal tax laws related to the deductibility of officer compensation. The Incentive Bonus Plan is attached as Exhibit 10.1 to this Form 8-K.

Award of 2016 Short- and Long-Term Incentive Awards

On January 15, 2016, the Committee approved target bonuses under the Incentive Bonus Plan as follows: (i) $500,000 for Dr. Franz Fink, our Chief Executive Officer, and (ii) $225,000 for David Lyle, our Senior Vice President, Chief Financial Officer, Treasurer and Secretary. The 2016 short-term incentive bonus program for each named executive officer consists of three components related to the achievement of performance goals as follows: 40% of the target bonus amount relates to the achievement of a revenue target; 20% of the target bonus amount relates to the achievement of an adjusted EBITDA target; and 40% of the target bonus amount relates to the achievement of certain strategic objectives. The performance goals will be paid out on a sliding scale subject to meeting a minimum threshold performance level. The Company expects that these awards will be paid in shares of its common stock, although the Committee has reserved discretion to instead pay them in cash.

The Committee also approved 2016 long-term incentive awards, to be granted under the Company’s 2013 Equity Plan in the form of restricted stock units, including to its named executive officers. Consistent with prior years, these awards incorporate time-based and performance-based vesting conditions. Specifically, Dr. Fink was granted awards having an aggregate grant value of $1,200,000 and Mr. Lyle was granted awards having an aggregate grant value of $500,000, with the number of shares determined based on a three-month average stock price of $6.49 per share. Each officer’s awards consists of 50% restricted stock units that vest upon completion of four years of service (92,450 shares for Dr. Fink and 38,521 shares for Mr. Lyle) and 50% of performance-based RSUs (92,450 shares for Dr. Fink and 38,521 shares for Mr. Lyle at target achievement) which vest based upon the level of achievement against metrics related to the Company’s market stock price performance compared with the Nasdaq Composite Index over a three-year period (such awards referred to as “Market Stock Units” or “MSUs”). The Committee also approved an additional award for Dr. Fink with a grant value of $300,000 to be granted upon the Committee’s determination of the specific performance vesting goals that will apply to the award. The MSUs are subject to acceleration at target level upon a change in control prior to the end of the three year period and Dr. Fink and Mr. Lyle are each entitled to vesting acceleration of their equity awards under certain other circumstances, as described in more detail in our proxy statements. The form of Market Stock Unit Award Agreement is attached as Exhibit 10.2 to this Form 8-K.

Approval of Maxwell Technologies, Inc. Severance and Change in Control Plan Document

On January 15, 2016, the Committee approved the final the Maxwell Technologies, Inc. Severance and Change in Control Plan (the “Severance Plan”), the general terms, conditions, and participants of which it had previously approved at its meeting on November 4, 2015. The Severance Plan provides for the payment of cash severance, medical insurance premium reimbursements, and outplacement services upon qualifying employment terminations, and additional severance benefits if such qualifying employment terminations occur in connection with a change in control of the Company, as described in the Form 8-K filed on November 10, 2015. In connection with adopting the Severance Plan, the Committee approved amendments to Dr. Fink’s and Mr. Lyle’s employment agreements with the Company, so that their severance and change of control benefits are provided for in their respective agreements rather than under the Severance Plan (as described below).

The final Severance Plan is attached as Exhibit 10.3 to this Form 8-K.

Amendments to CEO and CFO Employment Agreements

On January 15, 2016, as mentioned above, the Committee approved an amendment to Dr. Fink’s employment agreement with the Company, dated April 25, 2014. As amended, Dr. Fink’s employment agreement provides that following a termination without cause not in connection with a change in control, Dr. Fink is entitled to 18 months of base salary and target bonus, pro-rated bonus based on actual performance, and 12 months of medical insurance premium reimbursements. Upon a termination without cause or resignation for good reason in connection with a change in control, Dr. Fink is entitled to 24 months of base salary and target bonus, pro-rated bonus paid at target levels, and 24 months of medical insurance premium reimbursements. In addition, Dr. Fink’s amended agreement provides that the definition of change in control that applies for purposes of his severance benefits is the same as that specified in the Company’s 2013 Equity Plan, as amended, and defines a qualifying employment termination as occurring in connection with a change in control if it occurs within 30 days prior to, or within 24 months after, such a transaction.

The amendment to Dr. Fink’s employment agreement is attached as Exhibit 10.4 to this Form 8-K, and the original employment agreement was filed as Exhibit 10.1 to the Form 8-K filed by the Company on May 1, 2014.

In addition, on January 15, 2016, the Committee approved an amendment of Mr. Lyle’s employment agreement with the Company, dated May 8, 2015. As amended, Mr. Lyle’s employment agreement provides that following a termination without cause not in connection with a change in control, Mr. Lyle is entitled to 12 months of base salary and target bonus, pro-rated bonus based on actual performance, and 12 months of medical insurance premium reimbursements. If such a termination occurs after the first year of Mr. Lyle’s employment, he will receive pro-rated monthly acceleration of his initial stock options and restricted stock unit awards. Upon a termination without cause or resignation for good reason in connection with a change in control, Mr. Lyle is entitled to 18 months of base salary and target bonus, pro-rated bonus paid at target levels, and 12 months of medical insurance premium reimbursements. In addition, Mr. Lyle’s amended agreement provides that the definition of change in control that applies for purposes of his severance benefits is the same as that specified in the Company’s 2013 Omnibus Equity Incentive Plan, as amended, and defines a qualifying employment termination as occurring in connection with a change in control if it occurs within 30 days prior to, or within 24 months after, such a transaction.

The amendment to Mr. Lyle’s employment agreement is attached as Exhibit 10.5 to this Form 8-K, and the original employment agreement was filed as Exhibit 10.2 to the Form 8-K filed by the Company on May 11, 2015.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits




Exhibit No.		Description

10.1		Maxwell Technologies, Inc. Incentive Bonus Plan.
10.2		Form of Market Stock Unit Award Agreement.
10.3		Maxwell Technologies, Inc. Severance and Change in Control Plan.
10.4		Amendment to Employment Agreement between Maxwell Technologies, Inc. and Dr. Franz Fink dated January 15, 2016.
10.5		Amendment to Employment Agreement between Maxwell Technologies, Inc. and Mr. David Lyle dated January 15, 2016.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.




	MAXWELL TECHNOLOGIES, INC.

	By:		/s/ David Lyle
			David Lyle
			Senior Vice President, Chief Financial Officer, Treasurer and Secretary

Date: January 19, 2016

EXHIBIT INDEX




Exhibit No.		Description

10.1		Maxwell Technologies, Inc. Incentive Bonus Plan.
10.2		Form of Market Stock Unit Award Agreement.
10.3		Maxwell Technologies, Inc. Severance and Change in Control Plan.
10.4		Amendment to Employment Agreement between Maxwell Technologies, Inc. and Dr. Franz Fink dated January 15, 2016.
10.5		Amendment to Employment Agreement between Maxwell Technologies, Inc. and Mr. David Lyle dated January 15, 2016.

Exhibit 10.1

MAXWELL TECHNOLOGIES, INC.
INCENTIVE BONUS PLAN


ARTICLE 1.	BACKGROUND AND PURPOSE

1.1 Effective Date. This Plan became effective beginning in Fiscal Year 2016 upon its adoption by the Committee, and is not subject to approval by the Company’s stockholders.

1.2 Purpose of the Plan. The Plan is intended to provide Participants with the possibility of earning annual incentive bonuses and similar awards in the event the Company achieves specified financial and strategic performance.


ARTICLE 2.	DEFINITIONS

The following words and phrases shall have the following meanings, unless a different meaning is plainly required by the context:

2.1 “Actual Award” means, as to any Performance Period, the actual award amount (if any) payable to a Participant for the Performance Period. Each Actual Award is determined by the Payout Formula for the Performance Period, subject to the Administrator’s authority under Section 3.6 to increase, eliminate or reduce the award otherwise indicated by the Payout Formula.

2.2 “Administrator” means the Committee or such other entity, group, or individual delegated authority to administer the Plan in accordance with Section 5.1 of the Plan.

2.3 “Affiliate” means any corporation or other entity (including, without limitation, partnerships and joint ventures) controlled by the Company.

2.4 “Base Salary” means, as to any Performance Period, the Participant’s regular earned salary during the Performance Period. Base Salary shall be calculated before both (a) deductions for taxes or benefits and (b) any deferrals of compensation pursuant to Company-sponsored plans or Affiliate-sponsored plans.

2.5 “Board” means the Company’s Board of Directors.

2.6 “Code” means the Internal Revenue Code of 1986, as amended.

2.7 “Committee” means the Compensation Committee of the Board.

2.8 “Company” means Maxwell Technologies, Inc., a Delaware corporation.

2.9 “Disability” means a permanent disability determined in accordance with a policy established by the Administrator.

2.10 “Employee” means any employee of the Company or an Affiliate, whether such employee is so employed when the Plan is adopted or becomes so employed after the adoption of the Plan.

2.11 “Fiscal Year” means the fiscal year of the Company.

Maxwell Technologies, Inc. – Incentive Bonus Plan 1

2.12 “Participant” means, as to any Performance Period, an Employee who has been selected for participation in the Plan for that Performance Period pursuant to Section 3.1.

2.13 “Payout Formula” means, as to any Performance Period, the formula or payout matrix established by the Administrator pursuant to Section 3.5 in order to determine the Actual Awards (if any) to be paid to Participants. The formula or matrix may differ from Performance Period to Performance Period and from Participant to Participant.

2.14 “Performance Period” means a Fiscal Year, or any longer or shorter period determined by the Administrator.

2.15 “Performance Goals” means the goal(s) or combined goal(s) determined by the Administrator to be applicable to a Participant for a Target Award for a Performance Period. The possible performance measures that might be used as a Performance Goal are set forth in Section 3.3 below. Depending on the performance criteria used, a Performance Goal may be expressed in terms of overall Company performance or the performance of a business unit, division, Subsidiary, Affiliate or an individual. A Performance Goal may be measured either in absolute terms or relative to the performance of one or more comparable companies or one or more relevant indices. The Administrator may adjust the results under any performance criterion to exclude any of the following events that occurs during a Performance Period: (a) asset write-downs, (b) litigation, claims, judgments or settlements, (c) the effect of changes in tax laws, accounting principles or other laws or provisions affecting reported results, (d) accruals for reorganization and restructuring programs, (e) extraordinary, unusual or non-recurring items, (f) exchange rate effects for non-U.S. dollar denominated net sales and operating earnings, or (g) statutory adjustments to corporate tax rates; provided, however, that if an award is intended to qualify as “performance-based compensation” within the meaning of Code Section 162(m), such adjustment(s) shall only be made to the extent consistent with Code Section 162(m)

2.16 “Plan” means this Maxwell Technologies, Inc. Incentive Bonus Plan.

2.17 “Shares” means shares of the Company’s common stock.

2.18 “Stock Plan” means the Maxwell Technologies, Inc. 2013 Omnibus Equity Incentive Plan, as amended from time to time, or any successor plan intended for such purposes that is subsequently adopted by the Company and, if required by applicable law, approved by the Company’s stockholders.

2.19 “Target Award” means the target award amount payable under the Plan to a Participant for the Performance Period, generally expressed either as a percentage of his or her Base Salary earned during the Performance Period, or as a specific dollar amount or by reference to a number of Shares, as determined by the Administrator in accordance with Section 3.4.

2.20 “Termination of Employment” means a cessation of the employee-employer relationship between an Employee and the Company or an Affiliate for any reason, including (without limitation) a termination by resignation, discharge, death, Disability, retirement or the disaffiliation of an Affiliate, but (unless otherwise determined by the Administrator) excluding a transfer from the Company to an Affiliate or between Affiliates.


ARTICLE 3.	SELECTION OF PARTICIPANTS AND DETERMINATION OF AWARDS

3.1 Selection of Participants. The Administrator, in its sole discretion, shall select the Employees who shall be Participants for any Performance Period. The Administrator also may designate as Participants one or more individuals (by name or position) who are expected to become Employees during a Performance Period. Participation in the Plan is in the sole discretion of the Administrator and shall be determined Performance Period by Performance Period. Accordingly, an Employee who is a Participant for a given Performance Period is in no way assured of being selected for participation in any subsequent Performance Period.

Maxwell Technologies, Inc. – Incentive Bonus Plan 2

3.2 Determination of Performance Period. The Administrator, in its sole discretion, shall establish whether a Performance Period shall be a Fiscal Year or such longer or shorter period of time. The Performance Period may differ from Participant to Participant and from award to award.

3.3 Determination of Performance Goals. The Administrator shall establish the Performance Goals for each Participant for the Performance Period, and the Administrator (or its designee) shall communicate the applicable Performance Goals to each Participant. The Performance Goals of any award intended to qualify as “performance-based compensation” within the meaning of Code Section 162(m) must be selected from the list of performance criteria set forth in the Stock Plan. Awards not intended to so comply may relate to such other performance metrics as the Administrator shall determine and specify to apply to an award. The Performance Goals may differ from Participant to Participant and from award to award.

3.4 Determination of Target Awards. The Administrator shall establish a Target Award for each Participant for each Performance Period, and the Administrator (or its designee) shall communicate the applicable Target Award to each Participant.

3.5 Determination of Payout Formula or Formulae. The Administrator will establish a Payout Formula or Formulae for purposes of determining the Actual Award (if any) payable to each Participant. Each Payout Formula may (a) be based on a comparison of actual performance to the Performance Goals, (b) provide for the payment of a Participant’s Target Award if the Performance Goals for the Performance Period are achieved at the predetermined level and (c) provide for the payment of an Actual Award greater than or less than the Participant’s Target Award, depending upon the extent to which actual performance exceeds or falls below the Performance Goals, subject to the limitations in Sections 3.7 and 3.8.

3.6 Determination of Actual Awards. After the end of each Performance Period, the Administrator will determine the extent to which the Performance Goals applicable to each Participant for the Performance Period were achieved or exceeded. The Actual Award for each Participant will be determined by applying the Payout Formula to the level of actual performance that has been determined by the Administrator; provided that notwithstanding anything to the contrary in this Plan, the Administrator may (a) reduce or eliminate the Actual Award that otherwise would be payable under the Payout Formula; (b) subject to Section 3.8, increase the Actual Award; or (c) determine whether or not any Participant will receive an Actual Award in the event that the Participant incurs a Termination of Employment before such Actual Award is to be paid pursuant to Section 4.2. If a Participant’s Actual Award is reduced or eliminated, no other Participant’s Actual Award shall be increased as a result. The Administrator has the absolute discretion to reduce or eliminate payment of an Actual Award if in the Administrator’s judgment corporate performance, financial condition, individual performance, general economic conditions, or other similar factors make such reduction or elimination appropriate.

3.7 Maximum Actual Awards. Subject to Section 3.8, the Administrator may establish the maximum amount or value of the Actual Award paid to any Participant for any Performance Period.

3.8 Code Section 162(m). Notwithstanding anything to the contrary contained herein, awards granted under the Plan that are intended to qualify as “performance-based compensation” within the meaning of Code Section 162(m) are subject to certain terms and conditions specified in the Stock Plan, including without limitation an annual maximum amount that may be paid with respect to such awards to any individual Participant, and such awards shall not be subject to any discretionary action of the Administrator otherwise authorized under this Plan if such action would cause the award not to so qualify.


ARTICLE 4.	PAYMENT OF AWARDS

4.1 Right to Receive Payment. A Participant shall have no right to receive an Actual Award unless the Participant is employed by the Company or an Affiliate on the date of payment, unless otherwise determined by the Administrator.

Maxwell Technologies, Inc. – Incentive Bonus Plan 3

4.2 Unfunded Plan. Each Actual Award that may become payable under the Plan shall be paid solely from the general assets of the Company or the Affiliate that employs the Participant (as the case may be), as determined by the Company. No amounts awarded or accrued under the Plan shall be funded, set aside or otherwise segregated prior to payment. The obligation to pay Actual Awards under the Plan shall at all times be an unfunded and unsecured obligation of the Company. Participants shall have the status of general creditors of the Company or the Affiliate that employs the Participant.

4.3 Timing of Payment. Subject to Sections 3.7 and 4.6, payment of each Actual Award shall be made as soon as administratively practicable after the end of the applicable Performance Period, but in no event after two and one-half months following the calendar year in which the right to receive payment of the Actual Award by a Participant ceases to be a “substantial risk of forfeiture” within the meaning of Treasury Regulation Section 1.409A-1(d).

4.4 Form of Payment. Each Actual Award shall be paid in cash (or its equivalent) or Shares in a single lump sum, except as otherwise determined by the Administrator. If an Actual Award is paid in whole or in part in Shares, such Shares shall be granted under the Stock Plan.

4.5 Payment in the Event of Death. If a Participant dies before receiving an Actual Award that was scheduled to be paid before his or her death for a prior Performance Period, then the Actual Award shall be paid to the Participant’s designated beneficiary or, if no beneficiary has been designated, to the administrator or representative of his or her estate, subject to applicable law. Any beneficiary designation or revocation of a prior designation shall be effective only if it is in writing, signed by the Participant and received by the Company prior to the Participant’s death, subject to applicable law.

4.6 Suspension or Termination of Awards. The Administrator may with respect to any one or more Performance Periods establish terms and conditions for the suspension of the payment or for the non-payment of any Actual Award in the event of misconduct of a Participant. In the absence of the establishment of such terms and conditions, the following terms shall apply: If at any time (including after the conclusion of a Performance Period) the Administrator reasonably believes that a Participant has committed an act of misconduct as described in this Section 4.6, the Administrator may suspend the payment of an Actual Award, pending a determination of whether an act of misconduct has been committed. If the Administrator determines that a Participant has committed an act of embezzlement, fraud or breach of fiduciary duty, or if a Participant makes an unauthorized disclosure of any trade secret or confidential information of the Company or any of its Affiliates, or induces any customer to breach a contract with the Company or any of its Affiliates, neither the Participant nor his or her estate shall be entitled to receive payment of any Actual Award. Any determination by the Administrator with respect to the foregoing shall be final, conclusive and binding on all interested parties.

4.7 Recoupment Policy. All awards granted under the Plan shall be subject to any Company recoupment or clawback policy, as in effect from time to time, including any such policy required by Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.


ARTICLE 5.	ADMINISTRATION

5.1 Administrator Authority. The Plan shall be administered by the Administrator, subject to Section 5.3, and with respect to any Company executive officer the Committee shall act as Administrator. The Administrator shall have all powers and discretion necessary or appropriate to administer the Plan and to control its operation, including (without limitation) the power to (a) determine which Employees shall be granted awards, (b) prescribe the terms and conditions of the awards, (c) interpret the Plan, (d) adopt such procedures and sub-plans as are necessary or appropriate, (e) adopt rules for the administration, interpretation and application of the Plan and (f) interpret, amend or revoke any such rules.

Maxwell Technologies, Inc. – Incentive Bonus Plan 4

5.2 Decisions Binding. All determinations and decisions made by the Administrator, the Board or any delegate of the Administrator pursuant to the provisions of the Plan shall be final, conclusive and binding on all persons and shall be given the maximum deference permitted by law.

5.3 Delegation by the Administrator. The Administrator, on such terms and conditions as it may provide, may delegate all or part of its authority and powers under the Plan to one or more directors and/or employees of the Company, except that the Committee may not delegate its authority and powers under the Plan with respect to Company executive officers.


ARTICLE 6.	GENERAL PROVISIONS

6.1 Tax Withholding. The Company or an Affiliate, as applicable, shall withhold all required taxes from an Actual Award, including any federal, state, local or other taxes, or otherwise require as a condition to grant and/or payment of any award that the Participant satisfy any applicable withholding obligations in a manner designed to comport with applicable law, Company practice and the terms of this Plan and, if applicable, the Stock Plan.

6.2 Application of Section 409A. The provisions of this Plan are intended to be exempt from the requirements of Code Section 409A so that none of the payments to be provided under this Plan will be subject to the additional tax imposed under Code Section 409A, and any ambiguities herein will be interpreted to be so exempt. In no event will the Administrator reimburse Participants for any taxes that may be imposed as result of Code Section 409A.

6.3 No Effect on Employment. Neither the Plan nor any Target Award shall confer upon a Participant any right with respect to continuing the Participant’s employment with the Company or an Affiliate. Nothing in the Plan shall interfere with or limit in any way the right of the Company or an Affiliate, as applicable, to terminate any Participant’s employment or service at any time, with or without cause. The Company and its Affiliates expressly reserve the right, which may be exercised at any time and without regard to when during or after a Performance Period such exercise occurs, to terminate any individual’s employment with or without cause, and to treat him or her without regard to the effect that such treatment might have upon him or her as a Participant.

6.4 Participation; No Effect on Other Benefits. No Employee shall have the right to be selected to receive an award under the Plan, or, having been so selected, to be selected to receive a future award. Except as expressly set forth in a Participant’s employment agreement with the Company or an Affiliate, any Actual Awards under the Plan shall not be considered for the purpose of calculating any other benefits to which such Participant may be entitled, including (a) any termination, severance, redundancy or end-of-service payments, (b) other bonuses or long-service awards, (c) overtime premiums, (d) pension or retirement benefits or (e) future Base Salary or any other payment to be made by the Company to such Participant. All Participants expressly acknowledge that there is no obligation on the part of the Company to continue the Plan. Any Actual Awards granted under the Plan are not intended to be compensation of a continuing or recurring nature, or part of a Participant’s normal or expected compensation.

6.5 Successors. All obligations of the Company and any Affiliate under the Plan, with respect to awards granted hereunder, shall be binding on any successor to the Company and/or such Affiliate, whether the existence of such successor is the result of a merger, consolidation, direct or indirect purchase of all or substantially all of the business or assets of the Company or such Affiliate, or any similar transaction.

6.6 Nontransferability of Awards. No award granted under the Plan shall be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, other than by will, by the laws of descent and distribution or to the limited extent provided in Section 4.5. All rights with respect to an award granted to a Participant shall be available during his or her lifetime only to the Participant.


ARTICLE 7.	DURATION, AMENDMENT AND TERMINATION

Maxwell Technologies, Inc. – Incentive Bonus Plan 5

7.1 Duration of the Plan. The Plan shall remain in effect until terminated pursuant to Section 7.2.

7.2 Amendment, Suspension or Termination. The Board or the Administrator may amend, suspend or terminate the Plan, or any part thereof, at any time and for any reason. No award may be granted during any period of suspension or after termination of the Plan.


ARTICLE 8.	LEGAL CONSTRUCTION

8.1 Severability. In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.

8.2 Applicable Law. The granting of awards under the Plan shall be subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or national securities markets as may be required. The Plan shall be governed by, and construed in accordance with, the laws of the State of California (excluding its choice-of-law provisions).

8.3 Captions. Captions are provided herein for convenience only and shall not serve as a basis for interpretation or construction of the Plan.

Maxwell Technologies, Inc. – Incentive Bonus Plan 6

ATTACHMENT A TO

MAXWELL TECHNOLOGIES, INC.
INCENTIVE BONUS PLAN

TARGET BONUSES



Name	Target Bonus ($$ amount or % of Base Salary)

Maxwell Technologies, Inc. – Incentive Bonus Plan 7

Exhibit 10.2

MARKET STOCK UNITS

MAXWELL TECHNOLOGIES, INC.
2013 OMNIBUS EQUITY INCENTIVE PLAN
NOTICE OF MARKET STOCK UNIT AWARD

You have been granted Market Stock Units (“MSUs”) representing shares of common stock of Maxwell Technologies, Inc. (the “Company”) on the following terms:



Name of Recipient:	xxxx
Grant Date:	xxxx
Grant Number:	xxxx
Target Number of MSUs:	xxxx (the “Target MSUs”)
Maximum Number of MSUs:	xxxx (the “Maximum MSUs”)

You and the Company agree that the MSUs are granted under and governed by the terms and conditions of the Maxwell Technologies, Inc. 2013 Omnibus Equity Incentive Plan (the “Plan”) and the Market Stock Unit Agreement (the “Agreement”), both of which have been made available to you and are made a part of this document. For purposes of the Plan, MSUs are Stock Units with vesting determined by reference to the relative performance of the Company’s stock price compared with the Nasdaq Composite Index.

By signing below or accepting the Agreement by an electronic means as set forth in the Notice section thereof, you agree to all of the terms and conditions described above, the Agreement, and the Plan.

Name of Recipient

Exhibit 10.2

MARKET STOCK UNITS

MAXWELL TECHNOLOGIES, INC.
2013 OMNIBUS EQUITY INCENTIVE PLAN:

MARKET STOCK UNIT AGREEMENT



Grant of MSUs	Subject to all of the terms and conditions set forth in the Notice of Market Stock Unit Award (the “Grant Notice”), this Agreement and the Plan, the Company has granted to you this award of MSUs, under which you are eligible to earn up to the Maximum MSUs (as set forth in the Grant Notice) upon satisfaction of specified stock price-related performance objectives. Defined terms are set forth in the section entitled Definitions below.
Vesting	Provided that your service as an Employee continues through the end of the First Performance Period, you will vest in the number of MSUs subject to the First Tranche (the “First Year Vested MSUs”) equal to the product of (i) the number of MSUs subject to the First Tranche, multiplied by (ii) the lesser of (A) the Payout Percentage, or (B) 200%. Provided that your service as an Employee continues through the end of the Second Performance Period, you will vest in the number of MSUs subject to the Second Tranche (the “Second Year Vested MSUs”) equal to the product of (i) the number of MSUs subject to the Second Tranche, multiplied by (ii) the lesser of (A) the Payout Percentage, or (B) 200%. Provided that your service as an Employee continues through the end of the Third Performance Period, you will vest in a number of MSUs equal to the excess, if any, of (i) the product of (A) the number of MSUs subject to the Target MSUs, multiplied by (B) the lesser of (x) the Payout Percentage, and (y) 200%, over (ii) the sum of the First Year Vested MSUs and Second Year Vested MSUs. You may not vest in more than the Maximum MSUs under this award.



Determination of Vesting	Provided your service as an Employee continues through the end of each Performance Period, you may vest in the MSUs as described herein. Note that you will not receive cash or Common Share consideration in respect of your vested MSUs until they are settled in accordance with the Settlement of MSUs section below. Except as otherwise provided herein, no MSUs will vest unless and until (i) your service as an Employee continues through the end of each applicable Performance Period, and (ii) vesting has been certified by the Committee. The determination of vesting during each Performance Period is determined following the completion of each applicable Performance Period. The MSUs subject to this award shall in all events terminate and cease to remain outstanding after March 15th of the year following the end of the Third Performance Period.
Vesting Acceleration	Except as otherwise provided herein, no additional MSUs shall vest after your service as an Employee terminates. If your service as an Employee terminates prior to the end of the Third Performance Period as a result of your death or Disability, up to a maximum of 100% of the Target MSUs under this award will vest on your last day of employment. If you are serving as an Employee on the effective date of a Change in Control that occurs on or prior to the end of the Third Performance Period or an Involuntary Termination occurs within 30 days prior to the effective date of such a Change in Control, up to a maximum of 100% of the Target MSUs under this award will vest immediately as of the effective date of such a Change in Control. The occurrence of your death, Disability, Involuntary Termination within 30 days prior to the effective date of a Change in Control, or a Change in Control shall not result in the cumulative vesting of more than 100% of the Target MSUs under this award. To the extent that 100% or more of the Target MSUs have already vested at the time of your death, Disability, Involuntary Termination within 30 days prior to the effective date of a Change in Control, or a Change in Control, no additional Target MSUs will vest as a result of your death, Disability, Involuntary Termination within 30 days prior to the effective date of a Change in Control, or a Change in Control.
Forfeiture	Except as otherwise provided herein or pursuant to a written agreement between you and the Company, if your service as an Employee terminates for any reason, your Non-Vested MSUs will be forfeited to the extent they have not vested before your termination date and do not vest as a result of the termination of your service. Accordingly, any such Non-Vested MSUs will be cancelled and forfeited immediately. You will receive no payment for MSUs that are cancelled. The Company determines when your service as an Employee terminates for this purpose.



Service-Based Vesting Conditions	For purposes of this Agreement, your service as an Employee will be considered terminated as of the date you are no longer actively providing services to the Company or any Parent, Subsidiary, or Affiliate (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are providing services or the terms of your service agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, you right to vest in the MSUs under the Plan, if any, will terminate as of such date and will not be extended by any notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are providing services or the terms of your service agreement, if any. The Administrator shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your MSUs (including whether you may still be considered to be providing services while on a leave of absence). Note that you will not receive cash or Common Share consideration in respect of your vested MSUs until they are settled in accordance with the Settlement of MSUs section below.
Settlement of MSUs	The MSUs will be settled on the first Permissible Trading Day that occurs on or after the day when the MSUs vest, but shall be settled no later than the March 15th of the calendar year following the calendar year in which the MSUs vest. At the time of settlement, you will receive one Common Share for each vested MSU. However, the Company retains the discretion to substitute an equivalent amount of cash for each underlying Common Share determined on the basis of the Fair Market Value of the Common Shares at the time an MSU vests.
Section 409A	This section applies only if the Company determines that you are a “specified employee” within the meaning of Section 409A(2)(B)(i) of the Code at the time of your “separation from service” as defined in Treas. Reg. §1.409A-1(h) and your MSUs are settled as a result of your “separation from service.” If this section applies, then any MSUs that otherwise would have been settled during the first six months following your separation from service will instead be settled during the seventh month following your separation from service, unless the Company determines that the settlement of those MSUs is exempt from Section 409A of the Code.



Responsibility for Taxes	You acknowledge that, regardless of any action taken by the Company or, if different, the Parent, Subsidiary, or Affiliate to whom you provide services as an Employee (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you (“Tax-Related Items”) is and remains your responsibility and may exceed the amount actually withheld by the Company or the Employer. You further acknowledge that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the MSUs, including, but not limited to, the grant, vesting or settlement of the MSUs, the subsequent sale of the Common Shares acquired pursuant to such settlement and the receipt of any dividends; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the MSUs to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event, as applicable, you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
Withholding Taxes	You must make arrangements satisfactory to the Company for the payment of any withholding taxes that are due as a result of the vesting or settlement of MSUs. At its discretion, the Company may satisfy applicable withholding obligations by any one or more of the following means (a) causing you to tender a cash payment or surrender other Common Shares that you previously acquired, (b) taking payment from the proceeds of the sale of Common Shares through a Company-approved broker, (c) withholding Common Shares that otherwise would be issued to you when the MSUs are settled, provided that no Common Shares are withheld with a value exceeding the minimum amount of tax required to be withheld by law, or (d) withholding cash from other compensation payable to you. If you are a Company officer subject to Section 16 of the Exchange Act, then your tax withholding obligations in connection with the MSUs will be satisfied pursuant to clause (c) of the preceding sentence only if approved in advance by the Committee. The fair market value of the Common Shares, determined as of the date when taxes otherwise would have been withheld in cash, will be applied to withholding taxes.



Non-U.S. Tax-Related Items	If you are subject to taxes outside the United States, prior to any relevant taxable or tax withholding event, as applicable, you agree to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, you authorize and direct the Company and a brokerage firm determined acceptable to the Company for such purpose to sell on your behalf a number of whole Common Shares from the shares that are issuable upon settlement of the MSUs as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy the Company’s or the Employer’s withholding obligation for Tax-Related Items. Such Common Shares will be sold on the date on which the withholding obligation for Tax-Related Items arises or as soon thereafter as practicable. You acknowledge and agree that the Company is under no obligation to arrange for such sale at any particular price, that you are responsible for all fees and other costs of sale, and that you are hereby agreeing to indemnify and hold the Company harmless from any losses, costs, damages or expenses relating to any such sale and that the proceeds of any such sale may not be sufficient to satisfy the Company’s or the Employer’s withholding obligation for Tax-Related Items. In the event that such proceeds are not sufficient, you agree to pay to the Company or the Employer, as applicable, as soon as practicable, including through additional payroll withholding, the amount of any such shortfall. To the extent the proceeds of such sale exceed the Company’s or the Employer’s withholding obligation for Tax-Related Items, the Company or the Employer, as applicable, agrees to pay such excess in cash to you through payroll as soon as practicable.
	In the event that the Company determines, in its sole discretion, not to satisfy any withholding obligation for Tax-Related Items through the process described above, it will instead satisfy your obligation by one or a combination of the following: • Withholding Common Shares that would otherwise be issued to you when the MSUs are settled equal in value to the Tax-Related Items. If the Company satisfies any withholding obligation for Tax-Related Items by withholding a number of Common Shares as described above, you are deemed to have been issued the full number of Common Shares subject to the MSUs. • Withholding the amount of any Tax-Related Items from your wages or other cash compensation paid to you by the Company. • Any other means approved by the Company.
	Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case you will receive a refund of any over-withheld amount in cash and will have no entitlement to the common stock equivalent.



	You agree to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of your participation in the Plan that cannot be satisfied by the means previously described. If cash is to be distributed pursuant to the MSUs instead of shares, the Company will withhold from the cash delivered to you an amount necessary to satisfy any withholding obligation for Tax-Related Items.
	The Company may refuse to issue or deliver Common Shares or the proceeds from the sale of such Common Shares if you fail to comply with your obligations in connection with the Tax-Related Items.
Nature of MSUs	No payment is required for the MSUs that you are receiving. Your MSUs are mere bookkeeping entries and represent the Company’s unfunded and unsecured promise to issue Common Shares or distribute cash to you on a future date. As a holder of MSUs, you have no rights other than the rights of a general creditor of the Company.
No Voting or Dividends Rights	Your MSUs carry neither voting rights nor rights to cash dividends. You have no rights as a stockholder of the Company unless and until your MSUs are settled by issuing Common Shares.
Adjustments	In the event any change is made to the Common Shares because of any recapitalization, stock dividend, stock split, combination of shares, exchange of shares, spin-off transaction or other change in corporate structure effected without the Company’s receipt of consideration, equitable adjustments will be made to the Target MSUs, Maximum MSUs, First Year Vested MSUs, Second Year Vested MSUs, Beginning Company Stock Price Average, and Ending Company Stock Price Average to prevent the dilution or enlargement of benefits under this award. In addition, the Administrator may adjust Payout Percentage and Company Stock Price Performance to reflect any extraordinary, unusual, or non-recurring items in order to prevent the dilution or enlargement of benefits under this Agreement. Such adjustments shall be final, binding, and conclusive on all interested parties.
Retention Rights	Your MSUs and this Agreement do not give you the right to be retained by the Company, a Parent, Subsidiary, or Affiliate in any capacity. The Employer, Company and its Parents, Subsidiaries, and Affiliates reserve the right to terminate your service as an Employee at any time, with or without cause, subject to applicable laws and any written employment agreements.
MSUs Not Transferable	Except as otherwise provided below, you may not sell, transfer, assign, pledge or otherwise dispose of any MSUs.
Beneficiary Designation	You may dispose of your MSUs in a written beneficiary designation. A beneficiary designation must be filed with the Company on the proper form. It will be recognized only if it has been received at the Company’s headquarters before your death. If you file no beneficiary designation or if none of your designated beneficiaries survives you, then your estate will receive the proceeds from any vested MSUs that you hold at the time of your death.



Nature of Grant	In accepting the MSUs, you acknowledge, understand and agree that: • The Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; • The grant of the MSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of MSUs, or benefits in lieu of MSUs, even if MSUs have been granted in the past; • All decisions with respect to future MSUs or other grants, if any, will be at the sole discretion of the Company; • You are voluntarily participating in the Plan; • The MSUs and the Common Shares subject to the MSUs are not intended to replace any pension rights or compensation; • The MSUs and the Common Shares subject to the MSUs, and the income and value of same, are not part of normal or expected compensation for purposes, including, without limitation, of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; • The future value of the underlying Common Shares is unknown, indeterminable and cannot be predicted with certainty; • No claim or entitlement to compensation or damages shall arise from forfeiture of the MSUs resulting from the termination of your service as an Employee (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are providing services or the terms of your service agreement, if any), and in consideration of the grant of the MSUs to which you are otherwise not entitled, you irrevocably agree never to institute any claim against the Company, any Parent, Subsidiary, or Affiliate, including the Employer, waive your ability, if any, to bring any such claim, and release the Company, any Parent, Subsidiary, or Affiliate, including the Employer, from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim;



	• Unless otherwise provided in the Plan or by the Company in its discretion, the MSUs and the benefits evidenced by this Agreement do not create any entitlement to have the MSUs or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Company; and Neither the Employer, the Company nor any Parent, Subsidiary, or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the MSUs or of any amounts due to you pursuant to the settlement of the MSUs or the subsequent sale of any Common Shares acquired upon settlement.
Data Privacy	You hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in this Agreement and any other MSU grant materials by and among, as applicable, the Employer, the Company and any Parent, Subsidiary, or Affiliate for the exclusive purpose of implementing, administering and managing your participation in the Plan.
	You understand that the Company and the Employer may hold certain personal information about you, including, but not limited to, your name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all MSUs or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in your favor (“Data”), for the exclusive purpose of implementing, administering and managing the Plan.



	You understand that Data will be transferred to a stock plan service provider as may be selected by the Company (the “Online Service Provider”), which is assisting the Company with the implementation, administration and management of the Plan. You understand that the recipients of the Data may be located in the United States or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than your country. You understand that you may request a list with the names and addresses of any potential recipients of the Data by contacting your local human resources representative. You authorize the Company, Online Service Provider, and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing your participation in the Plan. You understand that Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan. You understand that you may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing your local human resources representative. Further, you understand that you are providing the consents herein on a purely voluntary basis. If you do not consent, or if you later seek to revoke your consent, your service as an Employee and career with the Employer will not be adversely affected; the only adverse consequence of refusing or withdrawing your consent is that the Company would not be able to grant you MSUs or other equity awards or administer or maintain such awards. Therefore, you understand that refusing or withdrawing your consent may affect your ability to participate in the Plan. For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact your local human resources representative.
Restrictions on Resale	You agree not to sell any Common Shares issued under the MSUs at a time when applicable laws, Company policies (including, without limitation, the Company’s Insider Trading Policy including any Addenda thereto) or an agreement between the Company and its underwriters prohibit a sale. This restriction will apply as long as your service as an Employee continues and for such period of time after the termination of your service as an Employee as the Company may specify.
Regulatory Requirements	Notwithstanding any other provision of this Agreement, the obligation of the Company to issue Common Shares hereunder shall be subject to all applicable laws, rules and regulations and such approval by any regulatory body as may be required. The Company reserves the right to restrict, in whole or in part, the delivery of Common Shares pursuant to this Agreement prior to the satisfaction of all legal requirements relating to the issuance of such Common Shares, to their registration, qualification or listing or to an exemption from registration, qualification or listing. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed necessary by the Company’s counsel to be necessary to the lawful issuance and sale of any Common Shares hereunder, will relieve the Company of any liability in respect of the failure to issue or sell such Common Shares as to which such requisite authority will not have been obtained.



Other Conditions and Restrictions	Any Common Shares issued hereunder shall be subject to such conditions and restrictions imposed either by applicable law or by Company policy, as adopted from time to time, designed to ensure compliance with applicable law or laws with which the Company determines in its sole discretion to comply including in order to maintain any statutory, regulatory or tax advantage, including any Company recoupment or clawback policy in effect from time to time.
Notice	Any notices provided for under this Agreement or the Plan shall be given in writing and shall be deemed effectively given upon receipt or, in the case of notices delivered by the Company to you, five days after deposit in the United States mail, postage prepaid, addressed to you at the last address you provided to the Company. Notwithstanding the foregoing, the Company may, in its sole discretion, decide to deliver any documents related to participation in the Plan and this award (including, without limitation, prospectuses required by the Securities and Exchange Commission) and all other documents that the Company is required to deliver to its security holders (including, without limitation, annual reports and proxy statements) by electronic means or to request your consent to participate in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and, if requested, to agree to participate in the Plan through an online or electronic system established and maintained by the Company or another third party designated by the Company. If the Company posts these documents on such an online or electronic system, it will notify you by email.
Governing Law	The provisions of Section 2.7 of the Plan apply to this award.
Language	If you have received this Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version, including defined words therein, is different than the English version, the English version will control.
Amendment	This Agreement may be amended only by written consent of the Company and you, unless the amendment is not to the detriment of your rights under this Agreement.
The Plan and Other Agreements	The text of the Plan is incorporated into this Agreement by reference. Additional provisions regarding definitions of capitalized terms used herein and not defined in this Agreement can be found in the Plan. The Plan, this Agreement and the Grant Notice constitute the entire understanding between you and the Company regarding the MSUs. Any prior agreements, commitments or negotiations concerning the MSUs are superseded. However, if you and the Company have entered into a written agreement relating to the vesting of the MSUs, then such written agreement will govern the vesting of the MSUs.
Severability	If one or more of the provisions of this Agreement are held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby and the invalid, illegal or unenforceable provision will be deemed null and void; however, to the extent permissible by law, any provisions that could be deemed null and void will first be construed, interpreted or revised retroactively to permit this Agreement to be construed so as to foster the intent of this Agreement and the Plan.



Imposition of Other Requirements	The Company reserves the right to impose other requirements on your participation in this Agreement, on the MSUs and on any Common Shares acquired under this Agreement, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
Waiver	You acknowledge that a waiver by the Company of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement.
No Advice Regarding Grant	The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in this Agreement, or your acquisition or sale of underlying Common Shares. You are hereby advised to consult with your own personal tax, legal and financial advisors regarding your participation in this Agreement before taking any action related to this Agreement.
Insider Trading Restrictions/ Market Abuse Laws	You acknowledge that, depending on the country in which you reside and/or are providing services to the Company, you may be subject to insider trading restrictions and/or market abuse laws, which may affect your ability to acquire or sell shares or rights to shares under this Agreement during such times as you are considered to have “inside information” regarding the Company (as defined by the laws in your country). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. You acknowledge that it is your responsibility to comply with any applicable restrictions, and you are advised to speak to your personal advisor on this matter.
Definitions	“Beginning Company Stock Price Average” means the average closing price of a Common Share as reported on the primary market for the Common Shares during the three month period immediately prior to the First Performance Period.
	“Beginning Nasdaq Index Stock Price Average” means the average closing price of the Nasdaq Composite Index during the three month period immediately prior to the First Performance Period.
	“Cause” means any of the following: • Your unauthorized use or disclosure of the Company’s confidential information or trade secrets; • Your breach of any agreement between you and the Company; • Your material failure to comply with the Company’s written policies or rules; your conviction of, or your plea of “guilty” or “no contest” to, a felony under the laws of your local jurisdiction; • Your gross negligence or willful misconduct; • Your continuing failure to perform assigned duties after receiving written notification of the failure from the Company; or Your failure to cooperate in good faith with a governmental or internal investigation of the Company or its directors, officers or employees, if the Company has requested your cooperation.



	“Change in Control” means: • any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing more than 50% of the total voting power represented by the Company’s then-outstanding voting securities; • the consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets; • the consummation of a merger or consolidation of the Company with or into any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) more than 50% of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation; or • individuals who are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board over a period of 12 months; provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall, for purposes of this Agreement, be considered as a member of the Incumbent Board.
	A transaction shall not constitute a Change in Control if its sole purpose is to change the state of the Company’s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction. In addition, if a Change in Control constitutes a payment event with respect to this Agreement and this Agreement provides for a deferral of compensation and is subject to Section 409A of the Code, then notwithstanding anything to the contrary in this Agreement, such transaction must also constitute a “change in control event” as defined in Treas. Reg. §1.409A-3(i)(5) to the extent required by Section 409A of the Code.
	“Company Stock Price Performance” means the quotient obtained by dividing (i) the Ending Company Stock Price Average minus the Beginning Company Stock Price Average, by (ii) the Beginning Company Stock Price Average.



	“Disability” means your inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months, as determined by the Committee on the basis of such medical evidence as the Committee deems warranted under the circumstances, including a requirement that you submit medical evidence or undergo a medical examination by a doctor selected by the Company as deemed necessary to make a determination hereunder.
	“Ending Company Stock Price Average” means the average closing price of a Common Share as reported on the primary market for the Common Shares during the three month period immediately prior to the end date of a Performance Period applicable to a Tranche for which the Payout Percentage is being determined.
	“Ending Nasdaq Index Stock Price Average” means the average closing price of the Nasdaq Composite Index during the three month period immediately prior to the end date of a Performance Period applicable to a Tranche for which the Payout Percentage is being determined.
	“First Performance Period” means the period from January 1, 2016 to December 31, 2016.
	“First Tranche” means one-sixth of the Target MSUs.
	“Involuntary Termination” means either a (a) Termination Without Cause, or (b) Resignation for Good Reason.
	“Nasdaq Index Performance” means the quotient obtained by dividing (i) the Ending Nasdaq Index Stock Price Average minus the Beginning Nasdaq Index Stock Price Average, by (ii) the Beginning Nasdaq Index Stock Price Average.
	“Non-Vested MSUs” means any portion of the MSUs subject to this Agreement that has not yet become vested in accordance with the Vesting of MSUs section above.
	“Payout Percentage” means 100%, (i) plus the percentage by which the Company Stock Price Performance exceeds the Nasdaq Index Performance, multiplied by two (2), if the Company Stock Price Performance exceeds the Nasdaq Index Performance determined as of the last day of the Performance Period; or (ii) minus the percentage by which the Nasdaq Index Performance exceeds the Company Stock Price Performance, multiplied by three (3), if the Nasdaq Index Performance exceeds the Company Stock Price Performance determined as of the last day of the Performance Period. The Payout Percentage shall be determined as of the last day of each Performance Period, and shall not be less than 0% or exceed 200%.



	“Performance Period” means, with respect to each Tranche, (i) the Performance Period for the First Tranche is the First Performance Period; (ii) the Performance Period for the Second Tranche is the Second Performance Period; and (iii) the Performance Period for the Third Tranche is the Third Performance Period. Notwithstanding the foregoing, if a Change in Control occurs during a Performance Period, the effective date of such Change in Control will become the last day of such Performance Period, and the Performance Period will terminate immediately thereafter.
	“Permissible Trading Day” means a day that satisfies each of the following requirements: • The Nasdaq Global Stock Market is open for trading on that day; • You are permitted to sell Common Shares of the Company on that day without incurring liability under Section 16 of the Exchange Act; • Either (a) a day on which you are not in possession of material non-public information that would make it illegal for you to sell Common Shares on that day under Rule 10b-5 of the Securities and Exchange Commission, or (b) the day that you have specified to sell Common Shares to be issued under this Agreement pursuant to a trading plan approved by the Company’s Corporate Counsel & Chief Compliance Officer, under Rule 10b5-1 of the Securities and Exchange Commission; • Under the Company’s written Insider Trading Policy (and any Addenda thereto), you are permitted to sell Common Shares on that day; and • You are not prohibited from selling Common Shares on that day by a written agreement between you and the Company or a third party.



	“Resignation for Good Reason” means your resignation within 180 days after one of the following conditions initially has come into existence without your express written consent: • A change in your position with the Company that materially reduces your level of authority or responsibility, relative to your authority or responsibilities as in effect immediately prior to such reduction, or the assignment to you of such reduced authority and responsibilities; • A reduction in your base salary or target bonus by more than 10%; or • A relocation to a facility or a location more than 50 miles from your then-present work location that increases your one-way commute. A Resignation for Good Reason will not be deemed to have occurred unless (a) you give the Company written notice of the condition within 90 days after the condition initially comes into existence, (b) the Company fails to remedy the condition within 30 days after receiving your written notice, and (c) you terminate employment within 180 days from the date the condition initially comes into existence.
	“Second Performance Period” means the period from January 1, 2016 to December 31, 2017.
	“Second Tranche” means one-sixth of the Target MSUs.
	“Termination Without Cause” means your involuntary discharge by the Company for reasons other than Cause, provided that you are willing and able to continue performing services within the meaning of Treas. Reg. §1.409A-1(n)(1).
	“Third Performance Period” means the period from January 1, 2016 to December 31, 2018.
	“Third Tranche” means a number of MSUs up to the remaining number of Target MSUs that have not yet vested under this Agreement.
	“Tranche” means any of the First Tranche, Second Tranche, or Third Tranche.

BY YOUR ACCEPTANCE OF THIS GRANT, YOU AGREE TO ALL OF THE
TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.



		Exhibit 10.3

MAXWELL TECHNOLOGIES, INC.
SEVERANCE AND CHANGE IN CONTROL PLAN


ARTICLE 1.	INTRODUCTION.

The Maxwell Technologies, Inc. Severance and Change in Control Plan (the “Plan”) is hereby established effective November 4, 2015 (the “Effective Date”). The Plan was amended on January 15, 2016. The purpose of the Plan is to provide for the payment of severance benefits to certain eligible employees of Maxwell Technologies, Inc. and its Affiliates (the “Company”) if such employees are subject to qualifying employment terminations, and additional severance benefits if such qualifying employment terminations occur in connection with a Change in Control. This Plan shall supersede any generally applicable severance or change in control plan, policy or practice, whether written or unwritten, with respect to each employee who becomes a Participant in the Plan. For the purposes of the foregoing sentence, a generally applicable severance or change in control plan, policy or practice is a plan, policy or practice in which benefits are not conditioned upon (i) being designated a participant, or (ii) the employee electing to participate. This Plan shall not supersede any individually negotiated and signed employment contract or agreement, or any written plans that are not of general application, and, except as set forth in the Participation Notice, such Participant’s severance benefit, if any, shall be governed by the terms of such individually negotiated employment contract, agreement, or written plan, and shall be governed by this Plan only to the extent that the reduction pursuant to Article 7(b) below does not entirely eliminate benefits under this Plan. In addition, the Plan does not modify any post-employment covenants of a Participant pursuant to Company policies or agreements between the Participant and the Company. This document also constitutes the Summary Plan Description for the Plan.


ARTICLE 2.	DEFINITIONS.

For purposes of the Plan, except as otherwise set forth in the applicable Participation Notice, the following terms are defined as follows:

(a) “Affiliate” means an entity that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with the Company.

(b) “Annual Base Salary” means the Participant’s annual base pay (excluding incentive pay, premium pay, commissions, overtime, bonuses and other forms of variable compensation), at the rate in effect during the last regularly scheduled payroll period immediately preceding the date of the Participant’s Covered Termination.

(c) “Annual Target Bonus” means the Participant’s annual target bonus established by the Company for the year in which the Covered Termination occurs.

(d) “Board” means the Board of Directors of Maxwell Technologies, Inc.

(e) “Cause” means the occurrence of any one or more of the following: (i) the Participant’s unauthorized use or disclosure of the Company’s confidential information or trade secrets; (ii) the Participant’s breach of any agreement between the Participant and the Company; (iii) the Participant’s material failure to comply with the Company’s written policies or rules that have been provided to the Participant; (iv) the Participant’s conviction of, or plea of “guilty” or “no contest” to, a felony under the laws of the United States or any State; (v) the Participant’s gross negligence or willful misconduct in connection with the Participant’s duties and responsibilities; (vi) the Participant’s willful continuing failure to perform assigned duties after receiving written notification of the failure from relevant senior management personnel; or (vii) the Participant’s failure to cooperate in good faith with a governmental or internal investigation of the Company or its directors, officers or employees, if the Company has requested the Participant’s cooperation. With respect to acts, omissions, or failure described in clauses (ii), (iii) or (vi) above, if such acts, omissions or failures are ongoing and capable of being cured, then “Cause” shall be deemed to exist only if the Company provides the Participant with written notice of the circumstances giving rise to a for-Cause termination, which notice will specify that the Participant has ten days to cure such circumstances, unless in the good faith determination of the Board, the circumstances are not capable of being cured.

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(f) “Change in Control” means the occurrence of any one of the following:

(i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing more than 50% of the total voting power represented by the Company’s then-outstanding voting securities;

(ii) the consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets;

(iii) the consummation of a merger or consolidation of the Company with or into any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) more than 50% of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation; or

(iv) a change in the composition of the Board over a period of 12 months such that individuals who are members of the Board at the beginning of such 12 month period (the “Incumbent Board”) cease to constitute at least a majority of the members of the Board; provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board.

For purposes of this Article 2(d), a transaction will not constitute a Change in Control if its sole purpose is to change the state of the Company’s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction. A transaction shall not constitute a Change in Control unless such transaction also qualifies as an event under Treasury Regulation Section 1.409A-3(i)(5)(v) (change in the ownership of a corporation), Treasury Regulation Section 1.409A-3(i)(5)(vi) (change in the effective control of a corporation), or Treasury Regulation Section 1.409A-3(i)(5)(vii) (change in the ownership of a substantial portion of a corporation’s assets).

(g) “Change in Control Termination” means either an Involuntary Termination or a Constructive Termination, in each case, that occurs within thirty (30) days prior to or within twenty-four (24) months following the effective date of a Change in Control.

(h) “COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985.

(i) “COBRA Period” means a period beginning with termination of a Participant’s employment and ending on the date twelve (12) months thereafter.

(j) “Code” means the Internal Revenue Code of 1986, as amended.

(k) “Company” means Maxwell Technologies, Inc., its Affiliates, any successor to Maxwell Technologies, Inc. and, following a Change in Control, the surviving or controlling entity resulting from such a Change in Control or the entity to which the Company’s assets were transferred in the case where the Change in Control is an asset sale.

(l) “Constructive Termination” means a voluntary termination of employment with the Company resulting in a Separation by a Participant after one of the following is undertaken without the Participant’s written consent: (i) a material reduction of the Participant’s aggregate level of base salary, excluding for this purpose any across-the-board reductions in base salary generally applicable to all similarly situated Company employees, (ii) a relocation of the Participant’s principal place of employment by more than 50 miles that increases the Participant’s one-way commute, and (iii) a material reduction in the Participant’s duties and responsibilities relative to the Participant’s duties and responsibilities as in effect immediately prior to such reduction, or the assignment of such reduced duties

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and responsibilities; provided, however, that a mere change in reporting relationships shall not, in the absence of other circumstances, constitute a reduction in duties and responsibilities. A termination shall not be a Constructive Termination unless (x) the Participant gives the Company written notice of such condition within 90 days after such condition first comes into existence, (y) the Company fails to remedy such condition within 30 days after receiving the Participant’s written notice, and (z) the Participant terminates employment within 180 days from the date the condition initially comes into existence.

(m) “Covered Termination” means either (x) an Involuntary Termination that is not a Change in Control Termination, or (y) a Change in Control Termination, occurring after the Participant commences participation in the Plan. Termination of employment of a Participant due to death or disability shall not constitute a Covered Termination unless a voluntary termination of employment by the Participant immediately prior to the Participant’s death or disability would have qualified as a Constructive Termination.

(n) “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

(o) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(p) “Involuntary Termination” means Participant’s involuntary termination of employment by the Company resulting in a Separation for a reason other than Cause, provided that the Participant is willing and able to continue performing services within the meaning of Treasury Regulation Section 1.409A-1(n)(1).

(q) “Participant” means an individual (i) who is employed by the Company or its Affiliates, and (ii) who has received a Participation Notice from the Company and executed and returned such Participation Notice to the Company. The Participation Notice shall designate the Participant as either a “Category I Participant,” “Category II Participant,” or “Category III Participant.” In the absence of such designation, the Participant shall be deemed a Category III Participant for purposes of the Plan. The determination of whether an employee is a Participant, and the designation as a Category I Participant, Category II Participant, or Category III Participant shall be made by the Plan Administrator, in its sole discretion, and such determination shall be final, binding and conclusive on all persons.

(r) “Participation Notice” means the latest notice delivered by the Company to a Participant informing the employee that the employee is a Participant in the Plan, substantially in the form of Exhibit A hereto. A Participation Notice shall only be effective if signed and returned to the Sr. Director of Human Resources within ten days of transmission to a Participant. A Participation Notice may be delivered to the Participant via electronic mail.

(s) “Plan Administrator” means the Board or any person or committee duly authorized by the Board to administer the Plan. The Plan Administrator may, but is not required to be, the Compensation Committee of the Board. The Board may at any time administer the Plan, in whole or in part, notwithstanding that the Board has previously appointed a person or committee to act as the Plan Administrator. The Board has initially designated the Company’s Sr. Director of Human Resources as the Plan Administrator, but may change such designation consistent with the foregoing.

(t) “Section 409A Limit” means the lesser of two times: (i) a Participant’s annualized compensation based upon the annual rate of pay paid to the Participant during the taxable year preceding the Participant’s taxable year in which a Covered Termination, as determined under, and with such adjustments as are set forth in, Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any guidance issued with respect thereto or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which a Covered Termination occurs.

(u) “Separation” means a “separation from service” with the Company within the meaning of Treasury Regulation Section 1.409A-1(h), without regard to any permissible alternative definition thereunder.


ARTICLE 3.	ELIGIBILITY FOR BENEFITS.

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(a) General Rules. Subject to the provisions set forth in this Article 3 and Article 7, in the event of a Covered Termination, the Company will provide the severance benefits described in Articles 4 and 5 of the Plan to each affected Participant.

(b) Exceptions to Benefit Entitlement. An employee, including an employee who otherwise is a Participant, will not receive benefits under the Plan (or will receive reduced benefits under the Plan) in the following circumstances, as determined by the Plan Administrator in its sole and reasonable discretion:

(i) The employee has executed an individually negotiated employment contract or agreement with the Company relating to severance or change in control benefits that is in effect on his or her termination date and which provides benefits that the Plan Administrator, in its sole and reasonable discretion, determines to be of greater value than the benefits provided for in this Plan, in which case such employee’s severance benefit, if any, shall be governed by the terms of such individually negotiated employment contract or agreement and shall be governed by this Plan only to the extent that the reduction pursuant to Article 7(b) below does not entirely eliminate benefits under this Plan.

(ii) The employee voluntarily terminates employment with the Company in order to accept employment with another entity that is controlled (directly or indirectly) by the Company or is otherwise an Affiliate of the Company.

(iii) The employee terminates or is terminated for any reason other than a Covered Termination.

(iv) The employee has failed to execute or has revoked the release within the applicable period of time specified in Article 7(a).

(v) The employee has failed to return all company property, including but not limited to, keys (electronic and mechanical), laptop, projector, pager, software, training manuals, credit cards, access badges, and all hard copy and soft copy files and/or documents (including copies thereof). If any Company property is lost, the employee may cure his or her failure to return such property by signing a declaration under oath that the property has been lost and reimbursing the Company for its replacement cost. As a condition to receiving benefits under the Plan, Participants must not make or retain copies, reproductions or summaries of any such Company documents, materials or property. However, a Participant is not required to return his or her personal copies of documents evidencing the Participant’s hire, termination, compensation, benefits and equity awards and any other documentation received as a stockholder of the Company.

(c) Termination of Benefits. A Participant’s right to receive the payment of benefits under this Plan shall terminate immediately if, at any time prior to or during the period for which the Participant is receiving benefits hereunder, the Participant, without the prior written approval of the Plan Administrator:

(i) willfully breaches a material provision of the Participant’s Proprietary Information and Inventions Agreement with the Company;

(ii) willfully encourages or solicits any of the Company’s then current employees to leave the Company’s employ;

(iii) willfully disparages, defames, libels or slanders the Company, its Affiliates, business concerns, past and present, and each of them, as well as each of their partners, trustees, directors, officers, agents, attorneys, servants and employees, past and present, and each of them; or

(iv) willfully violates any post-employment covenants contained in any other agreement between the Participant and the Company.


ARTICLE 4.	INVOLUNTARY TERMINATION SEVERANCE BENEFITS.

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(a) Cash Severance Benefits.

(vi) If a Category I Participant experiences an Involuntary Termination that is not a Change in Control Termination, the Participant shall be entitled to receive an amount equal to 0.5 times the sum of the Participant’s Annual Base Salary plus Annual Target Bonus, payable in equal installments in accordance with the Company’s standard payroll procedures for a period of six months after the Participant’s Involuntary Termination.

(vii) If a Category II Participant experiences an Involuntary Termination that is not a Change in Control Termination, the Participant shall be entitled to receive an amount equal to 0.5 times the Participant’s Annual Base Salary, payable in equal installments in accordance with the Company’s standard payroll procedures for a period of six months after the Participant’s Involuntary Termination.

(viii) If a Category III Participant experiences an Involuntary Termination that is not a Change in Control Termination, the Participant shall not be entitled to receive any consideration under this Article 4(a).

(b) Pro-Rata Actual Bonus. If a Participant experiences an Involuntary Termination that is not a Change in Control Termination, the Participant shall be entitled to receive the Participant’s annual incentive bonus based on actual achievement for the fiscal year in which such Involuntary Termination occurs, pro-rated based on the number of days that the Participant was employed by the Company during the fiscal year. Such bonus will be paid to the same extent and at the same time as similar bonuses are paid to other executive officers of the Company, but in no event later than March 15th following the year of the Involuntary Termination.

(c) Continued Medical Benefits. If a Participant experiences an Involuntary Termination that is not a Change in Control Termination and the Participant was enrolled in a health, dental, or vision plan sponsored by the Company immediately prior to such Involuntary Termination, the Participant may be eligible to continue coverage under such health, dental, or vision plan (or to convert to an individual policy), at the time of the Participant’s termination of employment, under COBRA. The Company will notify the Participant of any such right to continue such coverage at the time of termination pursuant to COBRA. No provision of this Plan will affect the continuation coverage rules under COBRA, except that the Company’s payment, if any, of applicable insurance premiums will be credited as payment by the Participant for purposes of the Participant’s payment required under COBRA. Therefore, the period during which a Participant may elect to continue the Company’s health, dental, or vision plan coverage at his or her own expense under COBRA, the length of time during which COBRA coverage will be made available to the Participant, and all other rights and obligations of the Participant under COBRA (except the obligation to pay insurance premiums that the Company pays, if any) will be applied in the same manner that such rules would apply in the absence of this Plan.

If a Participant timely elects continued coverage under COBRA, the Company shall pay the same portion of the Participant’s monthly premium under COBRA as it pays for active employees until the earliest of (i) the last day of the COBRA Period, (b) the expiration of the Participant’s continuation coverage under COBRA or (c) the date when the Participant becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. Notwithstanding the foregoing, if the Company determines in its sole discretion that it cannot provide the foregoing subsidy of COBRA coverage without potentially violating or causing the Company to incur additional expense as a result of noncompliance with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead will pay the Participant a taxable monthly payment in an amount equal to the monthly COBRA premium that the Participant would be required to pay to continue the group health coverage in effect on the date of the Participant’s Separation for the Participant and the Participant’s dependents pursuant to the Company’s health insurance plans in which the Participant or the Participant’s dependents participated as of the day of the Participant’s Separation (which amount shall be based on the premium for the first month of COBRA coverage), which payments shall be made regardless of whether the Participant elects COBRA continuation coverage, shall commence on the later of (i) the first day of the month following 60 days after the Participant’s Separation, provided, if such 60-day period spans two years, then the payments will commence in the second calendar year, and (ii) the effective date of the Company’s determination of violation of applicable law, and shall end on the earliest of (x) the effective date on which the Participant becomes covered by a medical, dental or vision insurance plan of a

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subsequent employer, and (y) the last day of the COBRA Period. The Participant will have no right to an additional gross-up payment to account for the fact that such COBRA premium amounts are paid on an after-tax basis. Upon the conclusion of the COBRA Period (or such shorter period during which the Company is obligated to pay premiums pursuant to this Article 4(c)), the Participant will be responsible for the entire payment of premiums required under COBRA.

For purposes of this Article 4(c), (i) references to COBRA shall be deemed to refer also to analogous provisions of state law and (ii) any applicable insurance premiums that are paid by the Company shall not include any amounts payable by the Participant under health care reimbursement plan pursuant to Section 125 of the Code, which amounts, if any, are the sole responsibility of the Participant.

(d) Outplacement Services. If a Participant experiences an Involuntary Termination that is not a Change in Control Termination, the Company shall pay, on behalf of the Participant, for outplacement services with an outplacement service provider selected by the Company during a period of nine months following such Involuntary Termination; provided, however, no payments shall be made for outplacement services provided more than nine months following such Involuntary Termination; provided, further, however, that the payments made by the Company for such outplacement services shall not exceed $30,000; provided further, however, that such payments qualify for the exception provided by Treasury Regulation Sections 1.409A-1(b)(9)(v)(A) and (C).

(e) Other Employee Benefits. If a Participant experiences an Involuntary Termination that is not a Change in Control Termination, all other benefits (such as life insurance, disability coverage, and 401(k) plan coverage) shall terminate as of the date of such Involuntary Termination (except to the extent that a conversion privilege may be available thereunder).


ARTICLE 5.	CHANGE IN CONTROL TERMINATION SEVERANCE BENEFITS.

(a) Cash Severance Benefits.

(v) If a Category I Participant experiences a Change in Control Termination, the Participant shall be entitled to receive an amount equal to the sum of the Participant’s Annual Base Salary and Annual Target Bonus, payable in a lump sum.

(vi) If a Category II Participant experiences a Change in Control Termination, the Participant shall be entitled to receive an amount equal to 0.75 times the sum of Participant’s Annual Base Salary and Annual Target Bonus, payable in a lump sum.

(iii) If a Category III Participant experiences a Change in Control Termination, the Participant shall be entitled to receive an amount equal to 0.5 times the sum of the Participant’s Annual Base Salary and Annual Target Bonus, payable in a lump sum.

(b) Pro-Rata Target Bonus. If a Participant experiences a Change in Control Termination, the Participant shall be entitled to receive an amount equal to the Participant’s Annual Target Bonus, pro-rated based on the number of days that the Participant was employed by the Company during the fiscal year.

(c) Continued Medical Benefits. If a Participant experiences a Change in Control Termination and the Participant was enrolled in a health, dental, or vision plan sponsored by the Company immediately prior to such Change in Control Termination, the Participant may be eligible to continue coverage under such health, dental, or vision plan (or to convert to an individual policy), at the time of the Participant’s termination of employment, under COBRA. The Company will notify the Participant of any such right to continue such coverage at the time of termination pursuant to COBRA. No provision of this Plan will affect the continuation coverage rules under COBRA, except that the Company’s payment, if any, of applicable insurance premiums will be credited as payment by the Participant for purposes of the Participant’s payment required under COBRA. Therefore, the period during which a Participant may elect to continue the Company’s health, dental, or vision plan coverage at his or her own expense under COBRA, the length of time during which COBRA coverage will be made available to the Participant, and all other rights and

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obligations of the Participant under COBRA (except the obligation to pay insurance premiums that the Company pays, if any) will be applied in the same manner that such rules would apply in the absence of this Plan.

For purposes of this Article 5(c), (i) references to COBRA shall be deemed to refer also to analogous provisions of state law and (ii) any applicable insurance premiums that are paid by the Company shall not include any amounts payable by the Participant under health care reimbursement plan pursuant to Section 125 of the Code, which amounts, if any, are the sole responsibility of the Participant.

(d) Outplacement Services. If a Participant experiences a Change in Control Termination, the Company shall pay, on behalf of the Participant, for outplacement services with an outplacement service provider selected by the Company during a period of nine months following such Change in Control Termination; provided, however, no payments shall be made for outplacement services provided more than nine months following such Change in Control Termination; provided, further, however, that the payments made by the Company for such outplacement services shall not exceed $30,000; provided further, however, that such payments qualify for the exception provided by Treasury Regulation Sections 1.409A-1(b)(9)(v)(A) and (C).

(e) Other Employee Benefits. If a Participant experiences a Change in Control Termination, all other benefits (such as life insurance, disability coverage, and 401(k) plan coverage) shall terminate as of the date of such Change in Control Termination (except to the extent that a conversion privilege may be available thereunder).


ARTICLE 6.	TIME AND FORM OF SEVERANCE PAYMENTS.

(a) General Rules. Subject to Article 6(b), any cash severance benefit provided under Article 4(a) will commence within 60 days after the Participant’s Involuntary Termination and, once they commence, will include any unpaid amounts accrued from the date of the Involuntary Termination. However, if the 60-day period described in the preceding sentence spans two calendar years, then the payments will in any event begin in the second calendar year. The pro-rated bonus under Article 4(b) will be paid, if at all, no later than March 15th following the year of the Participant’s Involuntary Termination. Subject to Article 6(b), any cash severance benefits and pro-rated target bonus provided under Articles 5(a) and 5(b) will be paid in a lump sum within 60 days after the Participant’s Change in Control Termination. However, if the 60-day period described in the preceding sentence spans two calendar years, then the payment will be made in the second calendar year. All payments hereunder shall be subject to all applicable

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withholding for federal, state and local taxes. In no event shall payment of any Plan benefit be made prior to the effective date of the release described in Article 7(a).

(b) Application of Section 409A.

(v) All payments provided under this Plan are intended to constitute separate payments for purposes of Treasury Regulation Section 1.409A-2(b)(2).

(vi) If a Participant is a “specified employee” of the Company or any affiliate thereof (or any successor entity thereto) within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of a Covered Termination, then (i) any payments hereunder, to the extent that they are not exempt from Section 409A of the Code (including by operation of the next following sentence) and otherwise subject to the taxes imposed under Section 409A(a)(1) of the Code (a “Deferred Payment”), will commence on the first business day following (A) the expiration of the six-month period measured from the date of the Covered Termination or (B) the date of the Participant’s death and (ii) the installments that otherwise would have been paid prior to such date will be paid in a lump sum when such payments commence. Notwithstanding the foregoing, any amount paid hereunder that either (1) satisfies the requirements of the “short-term deferral” rule set forth in Treasury Regulation Section 1.409A-1(b)(4); or (2) (A) qualifies as a payment made as a result of an involuntary separation from service pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii), and (B) does not exceed the Section 409A Limit will not constitute a Deferred Payment. Amounts paid under Articles 4(c) and 5(c) are intended to be paid pursuant to the exception provided by Treasury Regulation Section 1.409A-1(b)(9)(v)(B). Amounts paid under Articles 4(d) and 5(d) are intended to qualify for the exception provided by Treasury Regulation Sections 1.409A-1(b)(9)(v)(A) and (C).

(vii) This Plan is intended to comply with, or be exempt from, the requirements of Section 409A of the Code so that none of the payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A of the Code, and any ambiguities herein will be interpreted to so comply or be exempt.


ARTICLE 7.	LIMITATION ON BENEFITS.

(a) Release. In order to be eligible to receive benefits under the Plan, a Participant must execute a general waiver and release (the “Release”) in substantially the form attached hereto as Exhibit B, and such Release must become effective in accordance with its terms within 45 days following a Covered Termination; provided, however, (i) no such Release shall require the Participant to forego any unpaid salary, any accrued but unpaid vacation pay or any benefits payable pursuant to this Plan, (ii) no such release shall require the Participant to waive any rights to indemnification under any agreement or law, and (iii) cash severance benefits pursuant to Articles 4 and 5 shall be paid as soon as practicable following the effective date of such Release (the “Release Effective Date”), in accordance with Article 6, and any installment payments that, in the absence of the requirement of the Release, would have been paid between the effective date of the Covered Termination and the Release Effective Date shall be made together with the first installment payment that occurs following the Release Effective Date such that the duration of payments will not be affected by the timing of the Release Effective Date. The Company, in its sole discretion, may modify the form of the required release to comply with applicable law and shall determine the form of the required release, which may be incorporated into a termination agreement or other agreement with the Participant.

(b) Certain Reductions. The Plan Administrator, in its sole discretion, shall have the authority to reduce a Participant’s severance benefits, in whole or in part, by any other severance benefits, pay in lieu of notice, or other similar benefits payable to the Participant by the Company that become payable in connection with the Participant’s termination of employment pursuant to (i) any applicable legal requirement, including, without limitation, the Worker Adjustment and Retraining Notification Act or comparable state law (collectively, the “WARN Act”), (ii) a written employment or severance agreement with the Company, or (iii) any Company policy or practice providing for the Participant to remain on the payroll for a limited period of time after being given notice of the termination of the Participant’s employment. Any such reduction shall be applied first, on a pro rata basis, to amounts that constitute deferred compensation within the meaning of Section 409A of the Code, and, in the event that any reductions pursuant to this Article 7(b) exceed payments that are subject to Section 409A of the Code, the remaining reductions shall be

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applied, on a pro rata basis, to any remaining payments under clauses (ii) and (iii) above. The benefits provided under this Plan are intended to satisfy, in whole or in part, any and all statutory obligations and other contractual obligations of the Company, including benefits provided by offer letters or employment agreements, that may arise out of a Participant’s termination of employment, and the Plan Administrator shall so construe and implement the terms of the Plan. The Plan Administrator’s decision to apply such reductions to the severance benefits of one Participant and the amount of such reductions shall in no way obligate the Plan Administrator to apply the same reductions in the same amounts to the severance benefits of any other Participant, even if similarly situated. In the Plan Administrator’s sole discretion, such reductions may be applied on a retroactive basis, with severance benefits previously paid being re-characterized as payments pursuant to the Company’s statutory or other contractual obligations.

(c) Mitigation. Except as otherwise specifically provided herein, a Participant shall not be required to mitigate damages or the amount of any payment provided under this Plan by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Plan be reduced by any compensation earned by a Participant as a result of employment by another employer (other than payments or benefits provided under Articles 4(c) and 5(c)) or any retirement benefits received by such Participant after the date of the Participant’s termination of employment with the Company.

(d) Non-Duplication of Benefits. Except as otherwise specifically provided for herein, no Participant is eligible to receive benefits under this Plan or pursuant to other contractual obligations more than one time. This Plan is designed to provide certain severance pay and change in control benefits to Participants pursuant to the terms and conditions set forth in this Plan. The payments pursuant to this Plan are in addition to, and not in lieu of, any unpaid salary, bonuses or benefits (other than severance or change in control benefits) to which a Participant may be entitled for the period ending with the Participant’s Covered Termination.

(e) Indebtedness of Participants. If a Participant is indebted to the Company on the effective date of his or her Covered Termination, the Company reserves the right to offset any severance payments under the Plan by the amount of such indebtedness.

(f) Parachute Payments. Except as otherwise provided in an agreement between a Participant and the Company, if any payment or benefit the Participant would receive in connection with a Change in Control from the Company or otherwise (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax, or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in the Participant’s receipt of the greatest economic benefit notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, any reduction shall be applied first, on a pro rata basis, to amounts that constitute deferred compensation within the meaning of Section 409A of the Code, and, in the event that the reductions pursuant to this Article 7(f) exceed payments that are subject to Section 409A of the Code, the remaining reductions shall be applied, on a pro rata basis, to any other remaining payments. The Company’s determinations hereunder shall be final, binding and conclusive on all interested parties.


ARTICLE 8.	RIGHT TO INTERPRET PLAN; AMENDMENT AND TERMINATION.

(a) Exclusive Discretion. The Plan Administrator shall have the exclusive discretion and authority to establish rules, forms, and procedures for the administration of the Plan and to construe and interpret the Plan and to decide any and all questions of fact, interpretation, definition, computation or administration arising in connection with the operation of the Plan, including, but not limited to, the eligibility to participate in the Plan and amount of benefits paid under the Plan. The rules, interpretations, computations and other actions of the Plan Administrator shall be binding and conclusive on all persons.

Maxwell Technologies, Inc. – Severance & Change in Control Plan 9

(b) Amendment. The Company reserves the right to amend this Plan or any Participation Notice issued pursuant to the Plan (including but not limited to changing the designation of any Participant as a Category I Participant, Category II Participant, or Category III Participant), and the benefits provided hereunder at any time; provided, however, that (i) no such amendment shall reduce or otherwise adversely affect the severance benefits provided in Articles 4 and 5 to a Participant unless such Participant consents in writing to such amendment, and (ii) no such amendment shall occur following the date of entry into a definitive agreement that would result in a Change in Control as to any Participant who would be adversely affected by such amendment unless such Participant consents in writing to such amendment. Any action amending the Plan or any Participation Notice shall be in writing and executed by a duly authorized officer of the Company.

(c) Initial Term, Automatic Renewal and Termination. The Plan shall have an initial three-year term that expires on December 31, 2018. The Plan shall automatically renew for a series of additional one-year terms, unless the Plan Administrator provides written notification to Participants, at least six months prior to the intended Plan termination date, of the Company’s intent to terminate the Plan effective as of the end of the current term. Notwithstanding the foregoing, upon the occurrence of a Change in Control, the Plan shall be extended to terminate upon the later of (i) the end of the current term, or (ii) the second anniversary of the effective date of such Change in Control.


ARTICLE 9.	NO IMPLIED EMPLOYMENT CONTRACT.

The Plan shall not be deemed (a) to give any employee or other person any right to be retained in the employ of the Company, or (b) to interfere with the right of the Company to discharge any employee or other person at any time, with or without cause, and with or without advance notice, which right is hereby reserved.


ARTICLE 10.	LEGAL CONSTRUCTION.

This Plan is intended to be governed by and shall be construed in accordance with ERISA and, to the extent not preempted by ERISA, the laws of the State of California (without regard to principles of conflict of laws).


ARTICLE 11.	CLAIMS, INQUIRIES AND APPEALS.

(a) Applications for Benefits and Inquiries. Any application for benefits, inquiries about the Plan or inquiries about present or future rights under the Plan must be submitted to the Plan Administrator in writing by an applicant (or his or her authorized representative). The Plan Administrator is set forth in Article 13(d).

(b) Denial of Claims. If any application for benefits is denied in whole or in part, the Plan Administrator must provide the applicant with written or electronic notice of the denial of the application, and of the applicant’s right to review the denial. Any electronic notice will comply with the regulations of the U.S. Department of Labor. The notice of denial will be set forth in a manner designed to be understood by the applicant and will include the following:

(1) The specific reason or reasons for the denial;

(2) References to the specific Plan provisions upon which the denial is based;

(3) A description of any additional information or material that the Plan Administrator needs to complete the review and an explanation of why such information or material is necessary; and

(4) An explanation of the Plan’s review procedures and the time limits applicable to such procedures, including a statement of the applicant’s right to bring a civil action under Section 502(a) of ERISA following a denial on review of the claim, as described in Article 11(d) below.

This notice of denial will be given to the applicant within 90 days after the Plan Administrator receives the application, unless special circumstances require an extension of time, in which case, the Plan Administrator has up to

Maxwell Technologies, Inc. – Severance & Change in Control Plan 10

an additional 90 days for processing the application. If an extension of time for processing is required, written notice of the extension will be furnished to the applicant before the end of the initial 90 day period.

This notice of extension will describe the special circumstances necessitating the additional time and the date by which the Plan Administrator is to render its decision on the application.

(c) Request for a Review. Any person (or that person’s authorized representative) for whom an application for benefits is denied, in whole or in part, may appeal the denial by submitting a request for a review to the Plan Administrator within 60 days after the application is denied. A request for a review shall be in writing and shall be addressed to:

Maxwell Technologies, Inc.
Attn: General Counsel
3888 Calle Fortunada
San Diego, CA 92123

A request for review must set forth all of the grounds on which it is based, all facts in support of the request and any other matters that the applicant feels are pertinent. The applicant (or his or her representative) shall have the opportunity to submit (or the Plan Administrator may require the applicant to submit) written comments, documents, records, and other information relating to his or her claim. The applicant (or his or her representative) shall be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to his or her claim. The review shall take into account all comments, documents, records and other information submitted by the applicant (or his or her representative) relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

(d) Decision on Review. The Plan Administrator will act on each request for review within 60 days after receipt of the request, unless special circumstances require an extension of time (not to exceed an additional 60 days), for processing the request for a review. If an extension for review is required, written notice of the extension will be furnished to the applicant within the initial 60 day period. This notice of extension will describe the special circumstances necessitating the additional time and the date by which the Plan Administrator is to render its decision on the review. The Plan Administrator will give prompt, written or electronic notice of its decision to the applicant. Any electronic notice will comply with the regulations of the U.S. Department of Labor. If the Plan Administrator confirms the denial of the application for benefits in whole or in part, the notice will set forth, in a manner designed to be understood by the applicant, the following:


(1)	The specific reason or reasons for the denial;


(2)	References to the specific Plan provisions upon which the denial is based;


(3)	A statement that the applicant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to his or her claim; and


(4)	A statement of the applicant’s right to bring a civil action under Section 502(a) of ERISA.

(e) Rules and Procedures. The Plan Administrator will establish rules and procedures, consistent with the Plan and with ERISA, as necessary and appropriate in carrying out its responsibilities in reviewing benefit claims. The Plan Administrator may require an applicant who wishes to submit additional information in connection with an appeal from the denial of benefits to do so at the applicant’s own expense.

(f) Exhaustion of Remedies. No legal action for benefits under the Plan may be brought until the applicant (i) has submitted a written application for benefits in accordance with the procedures described by Article 11(a) above, (ii) has been notified by the Plan Administrator that the application is denied, (iii) has filed a written request

Maxwell Technologies, Inc. – Severance & Change in Control Plan 11

for a review of the application in accordance with the appeal procedure described in Article 11(c) above, and (iv) has been notified that the Plan Administrator has denied the appeal. Notwithstanding the foregoing, if the Plan Administrator does not respond to an applicant’s claim or appeal within the relevant time limits specified in this Article 11, the applicant may bring legal action for benefits under the Plan pursuant to Section 502(a) of ERISA.


ARTICLE 12.	BASIS OF PAYMENTS TO AND FROM PLAN.

The Plan shall be unfunded, and all benefits hereunder shall be paid only from the general assets of the Company.


ARTICLE 13.	OTHER PLAN INFORMATION.

(a) Employer and Plan Identification Numbers. The Employer Identification Number assigned to the Company (which is the “Plan Sponsor” as that term is used in ERISA) by the Internal Revenue Service is 95-2390133. The Plan Number assigned to the Plan by the Plan Sponsor pursuant to the instructions of the Internal Revenue Service is 510.

(b) Ending Date for Plan’s Fiscal Year. The date of the end of the fiscal year for the purpose of maintaining the Plan’s records is December 31.

Maxwell Technologies, Inc.
Attn: General Counsel
3888 Calle Fortunada
San Diego, CA 92123

(d) Plan Sponsor and Administrator. The “Plan Sponsor” of the Plan is:

Maxwell Technologies, Inc.
Attn: General Counsel
3888 Calle Fortunada
San Diego, CA 92123

The Plan Administrator of the Plan is set forth in Article 2. The Plan Sponsor’s and Plan Administrator’s telephone number is (858) 503-3300. The Plan Administrator is the named fiduciary charged with the responsibility for administering the Plan.


ARTICLE 14.	STATEMENT OF ERISA RIGHTS.

Participants in this Plan (which is a welfare benefit plan sponsored by Maxwell Technologies, Inc.) are entitled to certain rights and protections under ERISA. If you are a Participant, you are considered a participant in the Plan for the purposes of this Article 14 and, under ERISA, you are entitled to:

(a) Receive Information About Your Plan and Benefits.

(ii) Examine, without charge, at the Plan Administrator’s office and at other specified locations, such as worksites, all documents governing the Plan and a copy of the latest annual report (Form 5500 Series), if applicable, filed by the Plan with the U.S. Department of Labor and available at the Public Disclosure Room of the Employee Benefits Security Administration;

(iii) Obtain, upon written request to the Plan Administrator, copies of documents governing the operation of the Plan and copies of the latest annual report (Form 5500 Series), if applicable, and an

Maxwell Technologies, Inc. – Severance & Change in Control Plan 12

updated (as necessary) Summary Plan Description. The Administrator may make a reasonable charge for the copies; and

(iv) Receive a summary of the Plan’s annual financial report, if applicable. The Plan Administrator is required by law to furnish each participant with a copy of this summary annual report.

(b) Prudent Actions By Plan Fiduciaries. In addition to creating rights for Plan participants, ERISA imposes duties upon the people who are responsible for the operation of the employee benefit plan. The people who operate the Plan, called “fiduciaries” of the Plan, have a duty to do so prudently and in the interest of you and other Plan participants and beneficiaries. No one, including your employer, your union or any other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a Plan benefit or exercising your rights under ERISA.

(i) If your claim for a Plan benefit is denied or ignored, in whole or in part, you have a right to know why this was done, to obtain copies of documents relating to the decision without charge, and to appeal any denial, all within certain time schedules.

(ii) Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request a copy of Plan documents or the latest annual report from the Plan, if applicable, and do not receive them within 30 days, you may file suit in a Federal court. In such a case, the court may require the Plan Administrator to provide the materials and pay you up to $110 a day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the Plan Administrator.

(iii) If you have a claim for benefits which is denied or ignored, in whole or in part, you may file suit in a state or Federal court.

(iv) If you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in a Federal court. The court will decide who should pay court costs and legal fees. If you are successful, the court may order the person you have sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees, for example, if it finds your claim is frivolous.

(d) Assistance With Your Questions. If you have any questions about the Plan, you should contact the Plan Administrator. If you have any questions about this statement or about your rights under ERISA, or if you need assistance in obtaining documents from the Plan Administrator, you should contact the nearest office of the Employee Benefits Security Administration, U.S. Department of Labor, listed in your telephone directory or the Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue N.W., Washington, D.C. 20210. You may also obtain certain publications about your rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration.


ARTICLE 15.	GENERAL PROVISIONS.

(a) Notices. Any notice, demand or request required or permitted to be given by either the Company or a Participant pursuant to the terms of this Plan shall be in writing and shall be deemed given when delivered personally or deposited in the U.S. mail, First Class with postage prepaid, and addressed to the parties, in the case of the Company, at the address set forth in Article 11(a) and, in the case of a Participant, at the address as set forth in the Company’s employment file maintained for the Participant as previously furnished by the Participant or such other address as a party may request by notifying the other in writing.

Maxwell Technologies, Inc. – Severance & Change in Control Plan 13

(b) Transfer and Assignment. The rights and obligations of a Participant under this Plan may not be transferred or assigned without the prior written consent of the Company. This Plan shall be binding upon any surviving entity resulting from a Change in Control and upon any other person who is a successor by merger, acquisition, consolidation or otherwise to the business formerly carried on by the Company without regard to whether or not such person or entity actively assumes the obligations hereunder.

(c) Waiver and Costs of Enforcement. Any party’s failure to enforce any provision or provisions of this Plan shall not in any way be construed as a waiver of any such provision or provisions, nor prevent any party from thereafter enforcing each and every other provision of this Plan. The rights granted to the parties herein are cumulative and shall not constitute a waiver of any party’s right to assert all other legal remedies available to it under the circumstances. All out-of-pocket costs and expenses reasonably incurred by a Participant (including attorneys’ fees) in connection with enforcing the Participant’s rights under the Plan (including the costs and expenses of complying with the provisions of Article 11) shall be paid by the Company if such rights relate to a Covered Termination that occurs any time after the effective date of the first Change in Control that occurs after the Participant commences participation in the Plan. Notwithstanding the foregoing, if the Participant initiates any claim or action and the claim or action is either totally without merit or frivolous, the Participant shall be responsible for the Participant’s own costs and expenses.

(d) Severability. Should any provision of this Plan be declared or determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

(e) Article Headings. Article headings in this Plan are included for convenience of reference only and shall not be considered part of this Plan for any other purpose.


ARTICLE 16.	EXECUTION.

To record the adoption of the Plan as set forth herein, Maxwell Technologies, Inc. has caused its duly authorized officer to execute the same as of the Effective Date.

MAXWELL TECHNOLOGIES, INC.

By:

Title:

Maxwell Technologies, Inc. – Severance & Change in Control Plan 14

EXHIBIT A

MAXWELL TECHNOLOGIES, INC.
SEVERANCE AND CHANGE IN CONTROL PLAN

PARTICIPATION NOTICE

To:

Date:

Maxwell Technologies, Inc. (the “Company”) has adopted the Maxwell Technologies, Inc. Severance and Change in Control Plan (the “Plan”). The Company is providing you with this Participation Notice to inform you that you have been designated as a Participant in the Plan. A copy of the Plan document is attached to this Participation Notice. The terms and conditions of your participation in the Plan are as set forth in the Plan and this Participation Notice, which together also constitute a summary plan description of the Plan.

For the purposes of the Plan you are hereby designated as follows:


•	Category I Participant


•	Category II Participant


•	Category III Participant

Except as provided in the Plan, the Plan supersedes any and all severance or change in control benefits payable to you as set forth in any agreement, including offer letters, with the Company entered into prior to the date hereof.

Notwithstanding the terms of the Plan:

Please return to the Company’s Sr. Director of Human Resources a copy of this Participation Notice signed by you. In order to become effective, this Participation Notice must be returned within ten days following its transmission to you. Please retain a copy of this Participation Notice, along with the Plan document, for your records.

MAXWELL TECHNOLOGIES, INC.

By:

Its:

Maxwell Technologies, Inc. – Severance & Change in Control Plan 15

EXHIBIT B

RELEASE AGREEMENT

This severance and release agreement (the “Agreement”) between you and Maxwell Technologies, Inc. (the “Company”) articulates the terms and conditions regarding the termination of your employment with the Company.


1.	Termination Date. Your employment with the Company will terminate on ____________ (the “Termination Date”).

Salary, Vacation, and Severance Pay. On the Termination Date, the Company will pay you $________ (less all applicable withholding taxes and other deductions). This amount represents all of your salary earned through the Termination Date and all of your accrued but unused vacation time and one week of severance pay. You acknowledge that, prior to the execution of this Agreement, you were not entitled to receive any additional money from the Company and that the only payments and benefits that you are entitled to receive from the Company in the future are those specified in this Agreement.


3.	Additional Severance Pay. As a Participant of the Company’s Severance and Change in Control Plan and in consideration for you signing this Agreement, the Company will make a severance payment to you of _________, less all applicable withholdings, after the Effective Date.


4.	Option. If the Company granted you options to purchase shares of its Common Stock (the “Option”), a summary of which is set forth in Exhibit A. Your vested Option shares, if any, are exercisable pursuant to the terms in your applicable Stock Option Agreement, which includes a provision regarding the expiration details with respect to the unvested shares on the Termination Date.

Release of All Claims. In consideration for receiving the severance benefits described in Paragraph 3 above, on your own behalf and on behalf of your heirs, executors, administrators and assigns, to the fullest extent permitted by applicable law, hereby fully and forever releases and discharges the Company and its directors, officers, employees, agents, successors, predecessors, subsidiaries, parent, shareholders, employee benefit plans and assigns (together called “the Releasees”), from all known and unknown claims and causes of action including, without limitation, any claims or causes of action arising out of or relating in any way to your employment with the Company, including the termination of that employment. You understand and agree that this Agreement is a full and complete waiver of all claims including, without limitation, claims of wrongful discharge, constructive discharge, breach of contract, breach of the covenant of good faith and fair dealing, harassment, retaliation, discrimination, violation of public policy, defamation, invasion of privacy, interference with a leave of absence, personal injury or emotional distress and claims under Title VII of the Civil Rights Act of 1964, the Fair Labor Standards Act, the Equal Pay Act of 1963, the Americans With Disabilities Act, the Civil Rights Act of 1866, the California Labor Code, the California Fair Employment and Housing Act, the California Family Rights Act, the Family Medical Leave Act, or any other federal or state law or regulation relating to employment or employment discrimination. You further understand and agree that this waiver includes all claims, known and unknown, to the greatest extent permitted by applicable law. However, this Agreement covers only those claims that arose prior to the execution of this Agreement. Execution of this Agreement does not bar any claim that arises hereafter, including (without limitation) a claim for breach of this Release or any claim to indemnification under Section 2802 of the California Labor Code.


6.	Waiver. You expressly waive and release any and all rights and benefits under Section 1542 of the California Civil Code (or any analogous law of any other state), which reads as follows:

A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.

Maxwell Technologies, Inc. – Severance & Change in Control Plan 16

Representation of No Pending Actions. You represent that you have not filed any complaint, claims or actions against the Company, its officers, agents, directors, supervisors, employees, or representatives with any state, federal or local agency or court, that you will not do so at any time in the future regarding any of the claims released by you in this Agreement and that if any agency or court assumes jurisdiction of any such complaint, claim or action against the Company or any of its officers, agents directors or employees, you will immediately request that agency or court to withdraw from or dismiss with prejudice the matter where necessary for compliance with your release of claims set forth in Paragraph 5 above.


8.	No Admission. Nothing contained in this Agreement will constitute or be treated as an admission by you or the Company or any of the Releasees of liability, any wrongdoing or any violation of law.

Other Agreements. At all times in the future, you will remain bound by your Invention & Secrecy Agreement (“ISA”) with the Company that you signed on _________, a copy of which is attached as Exhibit B. Except as expressly provided in this Agreement, this Agreement renders null and void all prior agreements between you and the Company and constitutes the entire agreement between you and the Company regarding the subject matter of this Agreement. This Agreement may be modified only in a written document signed by you and a duly authorized officer of the Company.

10.

Company Property. You represent that you have returned to the Company all property that belongs to the Company, including (without limitation) copies of documents that belong to the Company and files stored on your computer(s) that contain information belonging to the Company. You agree that the Company shall have no duty to provide any severance benefits to you as described in this Agreement unless and until all such Company property has been returned to the Company.

11.

If Participant is over the age of 40: [OWBP Requirements. You understand that you have the right to consult with an attorney before signing this Agreement. You also understand that, as provided under the Older Workers Benefit Protection Act of 1990, you have 45 days after receipt of this Agreement to review and consider this Agreement, discuss it with an attorney of your own choosing, and decide to execute it or not execute it. You also understand that you may revoke this Agreement during a period of seven (7) days after you sign it and that this Agreement will not become effective for seven (7) days after you sign it (and then only if you does not revoke it). In order to revoke this Agreement, within seven (7) days after you execute this Agreement, you must deliver to the General Counsel at the Company a letter stating that you are revoking it.] If Participant is over the age of 40 & is part of a group termination: [You acknowledge that you have been provided with a notice, as required by the Older Workers Benefit Protection Act of 1990 and appearing in Exhibit C, that contains information about the individuals who are being terminated in this reduction in force, the eligibility factors for receiving severance benefits, the time limits applicable to receive severance pay, the job titles and ages of the employees terminated in this reduction in force, and the ages of the employees with the same job titles who have not been terminated in this reduction in force.]


12.	Confidentiality of Agreement. You agree that you will not disclose to others the existence or terms of this Agreement, except that you may disclose such information to your spouse, attorney or tax adviser if such individuals agree that they will not disclose to others the existence or terms of this Agreement.


13.	No Disparagement. You agree that you will never make any negative or disparaging statements (orally or in writing) about the Company or its stockholders, directors, officers, employees, products, services or business practices, except as required by law.


14.	Severability. If any term of this Agreement is held to be invalid, void or unenforceable, the remainder of this Agreement will remain in full force and effect and will in no way be affected, and the parties will use their best efforts to find an alternate way to achieve the same result.


15.	Choice of Law. This Agreement will be construed and interpreted in accordance with the laws of the State of California (other than its choice-of-law provisions).

Maxwell Technologies, Inc. – Severance & Change in Control Plan 17

16.

Effective Date. This Agreement shall be effective on the date that both you and the Company have signed this Agreement and the offer for severance benefits described in this Agreement shall expire if you do not sign and return this Agreement to the Company on or before 5:00 p.m. on the If Participant is under the age of 40: [tenth (10^th) business day; If Participant is over the age of 40 If Participant is over the age of 40 & is part of a group termination:: [forty-fifth (45^th) calendar day] following the Termination Date.


17.	Execution. This Agreement may be executed in counterparts, each of which will be considered an original, but all of which together will constitute one agreement. Execution of a facsimile copy will have the same force and effect as execution of an original, and a facsimile signature will be deemed an original and valid signature

Acknowledgment

I hereby agree to the terms of this Agreement, and I am voluntarily signing this release of all claims. I acknowledge that I have read and understand this Agreement, and I understand that I cannot pursue any of the claims and rights that I have waived in this Agreement at any time in the future. If Participant is over the age of 40: [I also hereby state that I:


•	Have read the Agreement;


•	Understand the Agreement;


•	Known that I am giving up important rights;


•	Am aware that I had the right to consult an attorney before signing this Agreement; and


•	Am signing this Agreement knowingly and voluntarily.]

Signature of Participant

Dated:

Maxwell Technologies, Inc. – Severance & Change in Control Plan 18

Exhibit A: Schedule of Stock Options

Exhibit B: Invention & Secrecy Agreement

If Participant is over the age of 40 & is part of a group termination:[Exhibit C: OWBP Notice

As required by the Older Workers Benefit Protection Act of 1990, this notice contains information about the individuals terminated in the Maxwell Technologies, Inc. (“Company”) reduction in force, the eligibility factors for receiving severance pay, the time limits applicable to receiving severance pay, the job titles and ages of the employees terminated in the reduction in force, and the ages of the employees in the same job classification who have not been terminated in the reduction in force.


1.	Severance benefits are being provided to regular employees of the Company whose employment is terminated as a result of work force reduction or job elimination [date or other description of group termination].

Employees are not eligible to receive any severance benefit unless they sign a severance agreement containing a general release of all claims (the “Agreement”). Employees who have attained age 40 must return the Agreement to the Company within 45 days after receiving the Agreement, and once the signed Agreement is returned to the Company, the employees have seven (7) days to revoke the Agreement.


3.	The following is a listing of the ages and job titles of the Company employees terminated in the reduction in force, and the ages of the Company employees in the same job classification who have not been terminated in the reduction in force:



Job Title	Age	Number Selected	Number Not Selected

]

Maxwell Technologies, Inc. – Severance & Change in Control Plan 19

Franz Josef Fink, PhD Exhibit 10.4
January 15, 2016
Page 1

MAXWELL TECHNOLOGIES, INC.

3888 CALLE FORTUNADA

SAN DIEGO, CA 92123

January 15, 2016

Franz Josef Fink, PhD

3888 Calle Fortunada

San Diego, CA 92123

Dear Franz:

As you know, you and Maxwell Technologies, Inc. (the “Company”) entered into a letter agreement on April 25, 2014 relating to the terms of your employment (the “Letter Agreement”). The Company proposes to amend the Letter Agreement to make your compensation arrangements more consistent with that being offered to other Company executive officers. As a result, the Letter Agreement is hereby amended as follows:

1.Section 9(b) of the Letter Agreement is amended and restated to read as follows:

(b) Termination Not in Connection With Change in Control. Subject to the requirements set forth in Section 9(a) above, if you experience a Termination Without Cause either more than thirty (30) days prior to a Change in Control or more than twenty-four (24) months after a Change in Control, then you will be entitled to the following:

2. Section 9(b)(1) of the Letter Agreement is amended and restated to read as follows:

1. Cash Severance. The Company will pay you an amount equal to one and one-half times the sum of your Base Salary and your Target Bonus (at 100% of target), payable in equal monthly installments for a period beginning on the day after your Separation and ending on the date twelve (12) months after your Separation. Your Base Salary and Target Bonus will be paid at the rate in effect at the time of your Separation and in accordance with the Company’s standard payroll procedures. Subject to the Company’s having first received an effective Release pursuant to Section 9(a) above, these cash severance payments will commence within sixty (60) days after your Separation and, once they commence, will include any unpaid amounts accrued from the date of your Separation. However, if the sixty (60)-day period described in the preceding sentence spans two calendar years, then the payments will in any event begin in the second calendar year.

Franz Josef Fink, PhD

January 15, 2016
Page 2

3. Section 9(c) of the Letter Agreement is amended and restated to read as follows:

(c) Termination in Connection With Change in Control. Subject to the requirements set forth in Section 9(a) above, if you experience an Involuntary Termination either within thirty (30) days prior to a Change in Control or within twenty-four (24) months after a Change in Control, then you will be entitled to the following:

4. The definition of “Change in Control” in Section 17 of the Letter Agreement is amended and restated to read as follows:

“Change in Control” means (a) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the total voting power represented by the Company’s then-outstanding voting securities; (b) the consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets; or (c) the consummation of a merger or consolidation of the Company with or into any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) more than fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation; or (d) a change in the composition of the Board over a period of twelve (12) months such that individuals who are members of the Board at the beginning of such twelve (12)-month period (the “Incumbent Board”) cease to constitute at least a majority of the members of the Board; provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board. A transaction will not constitute a Change in Control if its sole purpose is to change the state of the Company’s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction. A transaction shall not constitute a Change in Control unless such transaction also qualifies as an event under Treas. Reg. §1.409A-3(i)(5)(v) (change in the ownership of a corporation), Treas. Reg. §1.409A-3(i)(5)(vi) (change in the effective control of a corporation), or Treas. Reg. §1.409A-3(i)(5)(vii) (change in the ownership of a substantial portion of a corporation’s assets).

* * * * *

Except as expressly set forth above, the Letter Agreement remains in effect without change.

Franz Josef Fink, PhD

January 15, 2016
Page 3

You may indicate your agreement with this amendment to the Letter Agreement by signing and dating the enclosed duplicate original of this agreement and returning it to me. This amendment may be executed in two counterparts, each of which will be deemed an original, but both of which together will constitute one and the same instrument.

Maxwell Technologies, Inc.

/s/ Mark Rossi

By: Mark Rossi
Title: Chairman of the Board

I have read and accept this amendment:

____/s/ Franz Fink_________________________
Signature of Franz Josef Fink, PhD

David Lyle Exhibit 10.5

January 15, 2016
Page 1

MAXWELL TECHNOLOGIES, INC.

3888 CALLE FORTUNADA

SAN DIEGO, CA 92123

January 15, 2016

David Lyle

3888 Calle Fortunada

San Diego, CA 92123

Dear David:

As you know, you and Maxwell Technologies, Inc. (the “Company”) entered into a letter agreement on May 8, 2015 relating to the terms of your employment (the “Letter Agreement”). The Company proposes to amend the Letter Agreement to make your compensation arrangements more consistent with that being offered to other Company executive officers. As a result, the Letter Agreement is hereby amended as follows:

1.Section 7(b) of the Letter Agreement is amended and restated to read as follows:

(b) Termination Not in Connection With Change in Control. Subject to the requirements set forth in Section 7(a) above, if you experience a Termination Without Cause either more than thirty (30) days prior to a Change in Control or more than twenty-four (24) months after a Change in Control, then you will be entitled to the following:

2. A new Section 7(b)(4) of the Letter Agreement is inserted to read as follows:

4. Current Year Bonus. The Company will pay an amount equal to your annual incentive bonus based on actual achievement for, and pro-rated based on the number of days that you are employed during, the year of your Separation. Such bonus will be paid to the same extent and at the same time as similar bonuses are paid to other executive officers of the Company.

3. Section 7(c) of the Letter Agreement is amended and restated to read as follows:

(c) Termination in Connection With Change in Control. Subject to the requirements set forth in Section 7(a) above, if you experience an Involuntary Termination either within thirty (30) days prior to a Change in Control or within twenty-four (24) months after a Change in Control, then you will be entitled to the following:

David Lyle

January 15, 2016
Page 2

4. Section 7(c)(1) of the Letter Agreement is amended and restated to read as follows:

1. Cash Severance. The Company will pay you a lump sum equal to one and one-half times the sum of your Base Salary and your Target Bonus (at 100% of target), at the rate in effect at the time of your Separation. Subject to the Company’s having first received an effective Release pursuant to Section 7(a) above, such payment will be made within sixty (60) days after your Separation; however, if such sixty (60)-day period two calendar years, then the payment will be made in the second calendar year. Your Base Salary and Target Bonus will be paid at the rate in effect at the time of your Separation.

5. A new Section 7(c)(4) of the Letter Agreement is inserted to read as follows:

4. Current Year Bonus. The Company will pay you a lump sum equal to your Target Bonus (at 100% of target) in the year of your Separation, pro-rated based on the number of days that you are employed during the year of your Separation. Subject to the Company’s having first received an effective Release pursuant to Section 7(a) above, such payment will be made within sixty (60) days after your Separation; however, if such sixty (60)-day period spans two calendar years, then the payment will be made in the second calendar year.

6. The definition of “Change in Control” in Section 16 of the Letter Agreement is amended and restated to read as follows:

David Lyle

January 15, 2016
Page 3

transaction shall not constitute a Change in Control unless such transaction also qualifies as an event under Treas. Reg. §1.409A-3(i)(5)(v) (change in the ownership of a corporation), Treas. Reg. §1.409A-3(i)(5)(vi) (change in the effective control of a corporation), or Treas. Reg. §1.409A-3(i)(5)(vii) (change in the ownership of a substantial portion of a corporation’s assets).

* * * * *

Except as expressly set forth above, the Letter Agreement remains in effect without change.

Maxwell Technologies, Inc.

/s/ Mark Rossi

By: Mark Rossi
Title: Chairman of the Board

I have read and accept this amendment:

_______/s/ David Lyle______________________________
Signature of David Lyle

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Form 8-K MAXWELL TECHNOLOGIES For: Jan 15

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