Summary of MAXWELL TECHNOLOGIES INC

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

On February 13, 2013, the Compensation Committee (the "Committee") of the Board of Directors (the "Board") of Maxwell Technologies, Inc. (the "Company") took certain actions regarding the compensation arrangements of the Company's named executive officers.

Base Salaries

The Committee approved increases in base salaries for the named executive
officers, as follows:

    Named
  Executive                                                  Prior Base         New Base
   Officer                        Title                        Salary            Salary
David Schramm    President and Chief Executive Officer     $     512,325     $    530,555
Kevin Royal      Senior Vice President and Chief
                 Financial Officer                         $     322,922     $    334,413
Van Andrews      Senior Vice President of Sales and
                 Marketing                                 $     277,200     $    287,064

2012 Incentive Bonuses

The Committee determined that no payment of cash bonuses will be made to the named executive officers under the Company's 2012 incentive bonus program.

Long-Term Restricted Share Awards

The Committee approved long-term incentive awards for the named executive officers, in the form of restricted share awards under the Company's 2005 Omnibus Equity Incentive Plan. Each named executive officer received a restricted share award with vesting based upon continued service over a four-year period following the grant date. The number of shares subject to the service-based restricted share awards for each named executive officers is as follows:

                                                                      Number of
    Named                                                          Shares Awarded
  Executive                                                             with
   Officer                           Title                          Service-based
                                                                       Vesting
David Schramm President and Chief Executive Officer                         33,896
Kevin Royal   Senior Vice President and Chief Financial Officer             13,735
Van Andrews   Senior Vice President of Sales and Marketing                  11,790

In addition, each named executive officer received a restricted share award with vesting based upon the Company's achievement of certain performance objectives by December 31, 2015. The number of shares that may vest under the performance-based awards will vary depending on the level of performance actually achieved by the Company, as follows: 50% vesting upon the attainment of at least 80% of the targeted performance level; 100% vesting upon the attainment of 100% of the targeted performance level; 150% vesting upon the attainment of 105% of the targeted performance level; and 200% vesting upon the attainment of 110% or more of the targeted performance level. No shares will vest under these performance-based restricted share awards if less than 80% of the targeted performance level is achieved. If attainment of a performance level is between thresholds, the number of shares that will vest will be calculated by straight-line interpolation. The number of shares subject to the performance-based restricted share awards for each named executive officers is as follows:

                                                                        Number of
                                                                Shares Vesting Based Upon
                                                                       Achievement
    Named
  Executive                                            Below 80% Target     at Target    at Maximum
   Officer                     Title                       Threshold       Achievement   Achievement
David Schramm President and Chief Executive Officer               0           33,897          67,794
Kevin Royal   Senior Vice President and Chief
              Financial Officer                                   0           13,735          27,470
Van Andrews   Senior Vice President of Sales and
              Marketing                                           0           11,790          23,580

2013 Incentive Bonuses

In addition, the Committee approved the following target bonuses for the
Company's named executive officers under the Company's 2013 incentive bonus
program:


    Named
  Executive                                                          2013
   Officer                          Title                        Bonus Target
David Schramm President and Chief Executive Officer             $     530,555
Kevin Royal   Senior Vice President and Chief Financial Officer $     167,207
Van Andrews   Senior Vice President, Sales and Marketing        $     143,532

The 2013 incentive bonus program for each named executive officer consists of three components related to the achievement of certain performance goals as follows: 50% of the target bonus amount relates to the achievement of revenue metrics, 25% relates to the achievement of operating profit metrics, and 25% relates to the achievement of operating cash flow metrics. The performance goals will be paid out on a sliding scale subject to meeting a minimum threshold performance level.