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

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

Except as otherwise provided below, you may not sell, transfer, assign, pledge or otherwise dispose of any MSUs.

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.

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.

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.

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.

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.

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.

The provisions of Section 2.7 of the Plan apply to this award.

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.

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 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.

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.

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.

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.

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.

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.

“Change in Control” means: