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

Richard E. Anderson, a member of the Board of Directors of Active Power, Inc. (the "Company"), and a member of each of the Nominating and Corporate Governance Committee and the Compensation Committee, notified the Company in writing on May 13, 2009 that he intends to resign his position as a member of the Board of Directors effective May 18, 2009. Mr. Anderson confirmed to the Company that his resignation was not due to any disagreement with the Company on any matter relating to the Company's operations, policies or practices.

---