¨	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)	Title of each class of securities to which transaction applies:

(2)	Aggregate number of securities to which transaction applies:

(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)	Proposed maximum aggregate value of transaction:

(5)	Total fee paid:

¨	Fee paid previously with preliminary materials.

¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)	Amount Previously Paid:

(2)	Form, Schedule or Registration Statement No.:

(3)	Filing Party:

(4)	Date Filed:

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1.	To elect two Class I members to the Board of Directors to serve until the 2021 Annual Meeting of Stockholders or until their successors are duly elected and qualified;

2.	To approve an amendment to the Maxwell Technologies, Inc. 2013 Omnibus Equity Incentive Plan, increasing the number of shares of common stock reserved for issuance thereunder by 1,500,000 shares;

3.	To ratify the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018;

4.	To approve, on an advisory basis, the compensation of the Company’s named executive officers as set forth in the Executive Compensation section of this Proxy Statement;

5.	To transact such other business as may be properly brought before the Annual Meeting and any adjournment or postponement thereof.

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Question:	Why am I receiving these materials?

Answer:

Our Board of Directors has made these materials available to you on the Internet or, upon your request will deliver printed versions of these materials to you by mail, in connection with its solicitation of proxies for use at our Annual Meeting. As a stockholder, you are invited to attend the Annual Meeting, and are entitled to and requested to vote on the items of business described in this Proxy Statement.

Question:	Why am I being asked to review materials on-line?

Answer:

Under rules adopted by the SEC, we are now furnishing proxy materials to our stockholders on the Internet, rather than mailing printed copies of those materials to each stockholder. If you received the Notice by mail, you will not receive a printed copy of the proxy materials unless you request one. Instead, the Notice will instruct you as to how you may access and review the proxy materials on the Internet. We anticipate that the Notice will be mailed to stockholders on or about April 5, 2018.

Question:	How can I electronically access the proxy materials?

Answer:	The Notice provides you with instructions on how to view our proxy materials on the Internet.

Question:	How can I obtain a full set of proxy materials?

Answer:	The proxy materials for the Annual Meeting are available electronically at www.proxyvote.com. The Notice provides you with instructions on how to request printed copies of the proxy materials. You may request printed copies until one year after the date of the Annual Meeting.

Question:	What does it mean if multiple members of my household are stockholders but we only received one Notice or full set of proxy materials in the mail?

Answer:

We have adopted a procedure called “householding,” which the SEC has approved. Under this procedure, we deliver a single copy of the Notice and, if applicable, the proxy materials to multiple stockholders who share the same address unless we received contrary instructions from one or more of the stockholders. This procedure reduces our printing costs, mailing costs, fees, and impact on the environment. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written request, we will promptly deliver a separate copy of the Notice and, if applicable, the proxy materials, to any stockholder at a shared address to which we delivered a single copy of any of these documents. To receive a separate copy of the Notice and, if applicable, the proxy materials, stockholders should send their requests to our principal executive offices, Attention: Corporate Secretary. Stockholders who hold shares in street name (as described below) may contact their brokerage firm, bank, dealer, or other similar organization to request information about householding.

Question:	What information is contained in this Proxy Statement?

Answer:	The information contained in this Proxy Statement relates to the proposals to be voted on at the Annual Meeting, the voting process and certain other required information.

Question:	Who is soliciting my vote pursuant to this Proxy Statement?

Answer:	Our Board of Directors is soliciting your vote.

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Question:	Who will bear the cost of soliciting votes for the Annual Meeting?

Answer:

We will bear all expenses of this solicitation, including the cost of preparing and mailing these proxy materials. We may reimburse brokerage firms, custodians, nominees, fiduciaries and other persons representing beneficial owners of common stock for their reasonable expenses in forwarding solicitation material to such beneficial owners. Directors, officers and employees of Maxwell may also solicit proxies in person or by other means of communication. Such directors, officers and employees will not be additionally compensated but may be reimbursed for reasonable out-of-pocket expenses in connection with such solicitation. We have engaged The Proxy Advisory Group, LLC ("PAG") to assist in the solicitation of proxies and provide related advice and informational support, for a services fee, plus customary disbursements, which are not expected to exceed $20,000 in total. If you choose to access the proxy materials and/or vote through the Internet, you are responsible for any Internet access charges you may incur.

Question:	Who is entitled to vote?

Answer:	Stockholders of record of our common stock on the close of business on March 23, 2018 are entitled to vote at the Annual Meeting (the “Record Date”).

Question:	What am I voting on?

Answer:	You are voting on proposals:

•	To elect two Class I members to the Board of Directors.

•	To approve an amendment to the 2013 Omnibus Equity Incentive Plan.

•	To ratify the appointment of BDO USA, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018.

•	To approve, on an advisory basis, the compensation of the Company’s named executive officers.

•	To transact such other business as may be properly brought before the Annual Meeting and any adjournment or postponement thereof.

Question:	How does the Board of Directors recommend that I vote?

Answer:	The Board of Directors recommends a vote:

•	“FOR ALL” for the election of two Class I directors.

•	“FOR” the approval of an amendment to the 2013 Omnibus Equity Incentive Plan.

•	“FOR” the ratification of the appointment of BDO USA, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018.

•	“FOR” the approval, on an advisory basis, of the compensation of the Company’s named executive officers.

Question:	How may I cast my vote?

Answer:

If you are a registered holder of our common stock, meaning that your shares are registered with our transfer agent in your name, you have three options for submitting your vote before the meeting: via the Internet, by telephone or by mail. If you have Internet access, we encourage you to record your vote on the Internet at www.proxyvote.com, by following the instructions for Internet voting on the Notice or Proxy Card mailed to you. If you hold your shares in your name as a registered holder, you may also submit your vote in person at the Annual Meeting.

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Question:	May I cast my vote in person?

Answer:	Yes. If you are the registered holder of the shares, you can vote in person by coming to the Annual Meeting. However, if you hold your shares in street name or you are a representative of an institutional stockholder, you must bring a legal proxy from the organization that is the registered holder of the shares authorizing you to vote the shares you intend to vote at the Annual Meeting.

Question:	May I cast my vote over the Internet, by telephone or by mail?

Answer:	Voting Alternatives:

•	over the Internet at www.proxyvote.com, by following the instructions for Internet voting on the Notice or Proxy Card mailed to you;

•	by phone, by dialing 1-800-690-6903 and following the instructions for voting by phone on the Notice or Proxy Card mailed to you;

•	by requesting, completing and mailing in a paper proxy card, as outlined in the Notice.

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Question:	May I revoke or change my vote?

Answer:	Yes. You may revoke your proxy at any time until it is voted. You may also revoke your proxy by voting in person at the Annual Meeting. If you hold shares in street name, you must contact your brokerage firm or bank to change your vote or obtain a legal proxy to vote your shares if you wish to cast your vote in person at the meeting.

Question:	How do I attend the Annual meeting?

Answer:

Admission to the Annual Meeting is limited to holders of Company common stock on the Record Date and a member of each attending stockholder’s immediate family or their named representatives. If you are a “stockholder of record” you will need to present identification to be admitted to the Annual Meeting. If you are a stockholder who is an individual, you will need to present government-issued identification showing your name and photograph (e.g., a driver’s license or passport), or, if you are representing an institutional investor, you will need to present government-issued photo identification and professional evidence showing your representative capacity for such entity. In each case, we will verify such documentation with our Record Date stockholder list. We reserve the right to limit the number of immediate family members or representatives who may attend the meeting. For stockholders holding shares “in street name,” in addition to providing identification as outlined for record holders above, you will need a valid proxy from your broker or a recent brokerage statement or letter from your broker reflecting your stock ownership as of the Record Date.

Question:	Could other matters be decided in the Annual Meeting?

Answer:

As of the date of this Proxy Statement, we are not aware of any matters to be voted upon at the Annual Meeting other than those stated in this Proxy Statement. If any other matters are properly brought before the Annual Meeting, the persons named by the Board as proxy holders will have the discretionary authority to vote the shares represented by proxy on those matters. The Board has named Franz Fink, President and Chief Executive Officer and David Lyle, Chief Financial Officer & Secretary as proxy holders. If, for any reason, any of the nominees are not available as a candidate for Director, the persons named as proxy holders will vote your proxy for such other candidate or candidates as may be nominated by the Board.

Question:	Who will count the votes?

Answer:	The Company has hired a third party, Broadridge Financial Solutions, Inc., to tabulate votes cast by proxy and an inspector of elections appointed by us will be present at the Annual Meeting to tabulate the final vote results.

Question:	What happens if the Annual Meeting is adjourned or postponed?

Answer:	Your proxy will still be effective and will be voted at the rescheduled Annual Meeting. You will still be able to change or revoke your proxy until it is voted.

Question:	How are votes counted?

Answer:

With regard to the election of directors, the two nominees who receive the greatest number of “FOR” votes will be elected to the Board. Stockholders are not entitled to cumulate votes. Votes against a candidate, votes withheld and abstentions have no legal effect in the election of directors. For the other proposals presented at the Annual Meeting to be approved, the matter must be approved by the affirmative vote of a majority of the votes cast at the Annual Meeting, in person or by proxy. Additionally, the vote for the approval of the compensation of our named executive officers is advisory and non-binding in nature and cannot overrule any decisions made by the Board of Directors.

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Question:	What is the deadline for voting?

Answer:

The deadline for voting by telephone or through the Internet is 11:59 p.m. Eastern Daylight Time on May 14, 2018. If you hold your shares in street name, please check the information you received from your brokerage firm, bank, dealer, or other similar organization for the voting deadline. If you plan to attend the Annual Meeting and to cast your vote in person, the polls will remain open until they are closed during the Annual Meeting on May 15, 2018. If you hold your shares in street name, you will need to bring the required paperwork in order to vote in person at the Annual Meeting. Please see the answer to the question “May I cast my vote in person?” above for more information.

Question:	How can I find the results of the Annual Meeting?

Answer:	Preliminary results will be announced at the Annual Meeting and final results will be published in a Form 8-K filed shortly after the meeting.

Question:	How can I communicate with the Board of Directors?

Answer:	Stockholders may communicate with members of the Company’s Board of Directors by mail addressed to the full Board, a specific member of the Board or to a particular committee of the Board at Maxwell Technologies, Inc., c/o Corporate Secretary, 3888 Calle Fortunada, San Diego, California 92123.

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•	The Compensation Committee retains a degree of discretion with respect to our annual short-term incentive bonus program, and uses multiple performance objectives in that program, which minimizes the risk that might be posed by the short-term variable component of our compensation programs;

•	The long-term incentive component of our compensation program, which includes the grant of restricted stock unit awards with service and performance-based vesting conditions, provides employees with an incentive to increase the value of our stock while also exposing them to downside risk, thereby encouraging behaviors that support sustainable value creation; and

•

The annual incentive bonus and long-term incentive components of our compensation program are subject to maximum achievement levels, thereby limiting the amount of these compensation components that can be earned by our executive officers. Typically, the maximum that can be earned under the annual incentive bonus program is 150% of targeted bonus compensation, and for performance-based long-term incentive awards, the maximum share payout that can be earned is 200% of the targeted number of shares subject to the award.

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(1)	Mr. Bergman is the Chairperson of the Compensation Committee and a member of the Audit Committee. Pursuant to Mr. Bergman’s election to receive payment of director’s fees in fully vested restricted stock units, $59,802 of director’s fees were settled with 10,335 shares of fully vested restricted stock units.

(2)

Mr. Bilodeau is the Chairperson of the Board and the Chairperson of the Governance and Nominating Committee. He is also a member of the Audit Committee and Compensation Committee. Pursuant to Mr. Bilodeau’s election to receive payment of his 2017 director’s fees in fully vested restricted stock units, $87,299 of director’s fees were settled with 15,051 shares of fully vested restricted stock units.

(3)	Mr. Buchheim is a member of the Strategic Alliance Committee. Pursuant to Mr. Buchheim’s election to receive payment of his 2017 director’s fees in fully vested restricted stock units, $51,000 of director’s fees were settled with 8,821 shares of fully vested restricted stock units.

(4)	Dr. Goeschel is the Chairperson of the Strategic Alliance Committee and a member of the Governance and Nominating Committee. Pursuant to Dr. Goeschel’s election to receive payment of his 2017 director’s fees in fully vested restricted stock units, $64,500 of director’s fees were settled with 11,153 shares of fully vested restricted stock units.

(5)

Mr. Golubovich joined the Board in May 2017 and became a member of the Compensation Committee, Strategic Alliance Committee and Governance and Nominating Committee in July 2017. This amount is prorated to reflect his service during 2017. Pursuant to Mr. Golubovich’s election to receive payment of his 2017 director’s fees in fully vested restricted stock units, $39,190 of director’s fees were settled with 6,747 shares of fully vested restricted stock units.

(6)	Mr. Guyett ended his term as a member of the Board in July 2017. During 2017 he had served as the Chairperson of the Audit Committee.

(7)	Mr. Howsmon ended his term as a member of the Board in July 2017. During 2017 he had served as the Chairperson of the Governance and Nominating Committee and was also a member of the Compensation Committee.

(8)	Ms. Jorden ended her term as a member of the Board in July 2017. During 2017 she had served as the Chairperson of the Compensation Committee and was also a member of the Audit Committee and the Governance and Nominating Committee.

(9)	Mr. Mutch joined the Board in April 2017 and became Chairperson of the Audit Committee and a member of the Strategic Alliance Committee in July 2017. This amount is prorated to reflect his service during 2017.

(10)	Mr. Schlotterbeck ended his term as a member of the Board in July 2017. During 2017 he had served as the Chairperson of the Board and was also a member of the Audit Committee, Strategic Alliance Committee, Compensation Committee and Governance and Nominating Committee.

(11)

The amounts in this column represent the grant date fair value of equity awards granted during the year ended December 31, 2017. The amounts for each director, excluding Mr. Golubovich, consist of 15,370 restricted stock units and 5,000 stock options granted to each of the directors on May 22, 2017 with grant date fair values of $84,996 and $14,750, respectively, per director. Mr. Golubovich’s grant consists of 14,505 restricted stock units and 5,000 stock options granted on July 13, 2017 with grant date fair values of $84,999 and $15,600, respectively. The assumptions used to compute the grant date fair value of the stock awards are set forth in Note 10 of our 10-K filed with the SEC for the year ended December 31, 2017

(12)	As of December 31, 2017, Mr. Bergman held 15,370 unvested restricted stock units and 5,000 unvested stock options.

(13)	As of December 31, 2017, Mr. Bilodeau held 15,370 unvested restricted stock units and 5,000 unvested stock options.

(14)	As of December 31, 2017, Mr. Buchheim held 15,370 unvested restricted stock units and 5,000 unvested stock options.

(15)	As of December 31, 2017, Dr. Goeschel held 15,370 unvested restricted stock units and 5,000 unvested stock options.

(16)	As of December 31, 2017, Mr. Golubovich held 14,505 unvested restricted stock units and 5,000 unvested stock options.

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(17)	Due to the end of Mr. Guyett’s term as a member of the Board in July 2017, the vesting of the 15,370 restricted stock units granted on May 22, 2017 was accelerated.

(18)	Due to the end of Mr. Howsmon’s term as a member of the Board in July 2017, the vesting of the 15,370 restricted stock units granted on May 22, 2017 was accelerated.

(19)	Due to the end of Ms. Jorden term as a member of the Board in July 2017, the vesting of the 15,370 restricted stock units granted on May 22, 2017 was accelerated.

(20)	As of December 31, 2017, Mr. Mutch held 15,370 unvested restricted stock units and 5,000 unvested stock options.

(21)	Due to the end of Mr. Schlotterbeck’s term as a member of the Board in July 2017, the vesting of the 15,370 restricted stock units granted on May 22, 2017 was accelerated.

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*	Less than one percent.

(1)	Information with respect to beneficial ownership is based on information furnished to the Company by each stockholder included in the table or filings with the SEC. The Company understands that, except as footnoted, each person in the table has sole voting and investment power for shares beneficially owned by such person, subject to community property laws where applicable.

(2)

Shares of common stock subject to options that are currently exercisable or exercisable within 60 days and restricted stock units settling within 60 days of March 21, 2018 are deemed outstanding for computing the percentage of the person holding such options or awards but are not deemed outstanding for computing the percentage of any other person. Percentage of ownership is based on 37,988,015 shares of common stock outstanding on March 21, 2018.

(3)	Information regarding this beneficial owner has been obtained solely from a review of the Schedule 13G/A filed with the SEC by Van Den Berg Management I, Inc. on February 14, 2018.

(4)	Information regarding this beneficial owner has been obtained solely from a review of the Schedule 13G/A filed with the SEC by BlackRock Inc. on January 25, 2018.

(5)	Information regarding this beneficial owner has been obtained solely from a review of the Schedule 13G/A filed with the SEC by Neuberger Berman Group LLC on February 15, 2018.

(6)	Consists of (a) 641,316 shares of common stock held directly; (b) options to purchase 73,626 shares of common stock; and (c) 10,000 restricted stock units settling within 60 days of March 21, 2018.

(7)	Consists of (a) 122,797 shares of common stock held directly; (b) options to purchase 25,160 shares of common stock currently exercisable or exercisable within 60 days of March 21, 2018; and (c) 13,003 restricted stock units settling within 60 days of March 21, 2018.

(8)	Consists of options to purchase 10,602 shares of common stock.

(9)	Consists of (a) 27,995 shares of common stock held directly; (b) options to purchase 5,000 shares of common stock exercisable within 60 days of March 21, 2018; (c) 15,370 restricted stock units settling within 60 days of March 21, 2018; and (d) 13,201 restricted stock units with deferred settlement that are vested or that are vesting within 60 days of March 21, 2018.

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(10)	Consists of (a) 16,569 shares of common stock held directly; (b) options to purchase 5,000 shares of common stock exercisable within 60 days of March 21, 2018; (c) 15,370 restricted stock units settling within 60 days of March 21, 2018; and (d) 15,051 restricted stock units with deferred settlement that are vested or that are vesting within 60 days of March 21, 2018.

(11)	Consists of (a) 332,957 shares of common stock held directly; (b) options to purchase 5,000 shares of common stock exercisable within 60 days of March 21, 2018; and (c) 19,247 restricted stock units settling within 60 days of March 21, 2018.

(12)	Consists of (a) 120,973 shares of common stock held directly; (b) options to purchase 5,000 shares of common stock; and (c) 20,344 restricted stock units settling within 60 days of March 21, 2018.

(13)

Consists of (a) 1,390,204 shares of common stock held directly by I2BF Energy Limited, a wholly-owned subsidiary of I2BF Venture Partners, Ltd. of which Mr. Golubovich is a director and exercises investment and dispositive control; (b) options to purchase 5,000 shares of common stock exercisable within 60 days of March 21, 2018; (c) 14,505 restricted stock units settling within 60 days of March 21, 2018; and (d) 9,571 restricted stock units with deferred settlement that are vested or that are vesting within 60 days of March 21, 2018. Arbat Capital Group Limited (“Arbat”) holds 1,639,702 shares of common stock. Mr. Golubovich is also a director of Arbat and a beneficiary of Global Vision Investments Foundation, which owns approximately 90% of the ownership interest in Arbat. Mr. Golubovich disclaims beneficial ownership of the common stock held by Arbat except to the extent of his pecuniary interest therein and such shares are excluded from the calculation of shares held by Mr. Golubovich in the table above.

(14)	Consists of (a) options to purchase 5,000 shares of common stock exercisable within 60 days of March 21, 2018; and (b) 15,370 restricted stock units settling within 60 days of March 21, 2018.

(15)	Includes (a) options to purchase 139,388 shares of common stock which are currently exercisable or are exercisable within 60 days of March 21, 2018; (b) 123,209 restricted stock units settling within 60 days of March 21, 2018; and (c) 37,823 vested restricted stock units with deferred settlement.

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•	The 2013 Plan initially authorized the issuance of up to an aggregate of 3,207,298 shares of common stock of the Company.

•	On May 22, 2015, stockholders approved an amendment to increase the total number of shares that can be issued under the plan by 1,500,000 from 3,207,298 shares to 4,707,298 shares.

•	On June 15, 2016, stockholders approved an amendment to increase the total number of shares that can be issued under the plan by 2,400,000 from 4,707,298 shares to 7,107,298 shares.

•	On July 13, 2017, stockholders approved amendments to increase the total number of shares that can be issued under the plan by 1,500,000 from 7,107,298 shares to 8,607,298 shares, increase the annual participant limits in Section 3.5 of the plan and prohibit payment of dividends on unvested awards.

•	There were 3,856,275 shares of common stock issued upon exercise of stock options, settlement of restricted stock units, or that have vested under restricted stock awards and become non-forfeitable.

•	There were 294,471 shares subject to issuance upon exercise of outstanding options at a weighted average share price of $8.14 per share and a weighted average remaining life of 6.0 years.

•	There were 13,898 shares subject to unvested restricted stock awards and 4,212,940 shares subject to outstanding restricted stock unit awards.

•	There were approximately 1,373,434 shares of common stock available for future issuance under the 2013 Plan.

(1)

Of the 898,851 restricted stock unit awards granted to our executive officers and directors, 406,000 were granted with vesting based on the level of our Company’s stock price performance against the Nasdaq Composite Index over one, two and three-year performance periods. We refer to these awards as market stock units or “MSUs”. The potential payout ranges from 0% to 200% of the target number of MSUs granted. The number of award shares disclosed is based upon the maximum achievement of 200% of target.

(2)

Of the 1,596,073 restricted stock unit awards granted to employees who were not executive officers, 329,748 were granted with vesting based on the level of our Company’s stock price performance against the Nasdaq Composite Index over one, two and three-year performance periods. The potential payout ranges from 0% to 200% of the target number of MSUs granted. The number of award shares disclosed is based upon the maximum achievement of 200% of target.

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•	Reprice any outstanding stock awards under the 2005 Plan or 2013 Plan;

•	Cancel and re-grant outstanding stock awards under the 2005 Plan or 2013 Plan; or

•	Amend the terms of outstanding stock awards under the 2005 Plan or 2013 Plan to reduce the exercise price of outstanding options or cancel outstanding options in exchange for cash, other stock awards, or options with an exercise price that is less than the exercise price of the original options.

•	incentive and nonstatutory stock options to purchase shares of our common stock;

•	restricted share awards of our common stock, sometimes referred to simply as restricted stock;

•	restricted stock units; and

•	performance cash awards.

•	No participant in the 2013 Plan may be granted options during any calendar year covering more than 500,000 shares, except that a new employee may be granted options covering 700,000 shares in his or her initial year of employment.

•	No participant may be granted restricted stock and RSUs during any calendar year covering more than 500,000 shares.

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The grant date fair value of stock awards granted to any non-employee director may not exceed $300,000 per calendar year, except that a new non-employee director may be granted stock awards with a grant date fair value not in excess of $400,000 in the year in which he or she is initially appointed to the board of directors. Stock awards granted in lieu of a non-employee directors’ cash compensation do not count towards this limitation nor do any awards granted to a non-employee director while he or she was an employee or consultant (if applicable).

•	No participant may be paid more than $2,500,000 in cash during any calendar year pursuant to performance cash awards.

•	with shares of common stock that the optionee already owns;

•	by an immediate sale of the option shares through a broker designated by us;

•	through a net exercise procedure;

•	with a full-recourse promissory note, to the extent permitted by applicable laws; or

•	by any other forms of legal consideration consistent with applicable laws, regulations, and rules.

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•	the continuation, assumption, or substitution of a stock award by a surviving corporation or its parent company;

•	the cancellation of options, provided that participants be given an opportunity to exercise their awards prior to the closing of the transaction;

•	the acceleration of the vesting of a stock award followed by its termination prior to the closing of the transaction;

•	the cancellation of options in exchange for a payment equal to the excess, if any, of (a) the value of the property the participant would have received upon exercise of the vested portion of the stock option over (b) the exercise price otherwise payable in connection with the stock option; or

•	the cancellation of stock units in exchange for a payment equal to the value that the holder of each share of common stock receives in the transaction.

•	any person acquiring beneficial ownership of more than 50% of our total voting power;

•	the sale or disposition of all or substantially all of our assets; or

•	any merger or consolidation of the company where our voting securities represent 50% or less of the total voting power of the surviving entity or its parent.

•	materially increase the number of shares issuable thereunder;

•	materially expand the class of individuals eligible to receive stock awards;

•	materially increase the benefits accruing to participants or materially reduce the price at which common stock may be issued or sold;

•	materially extend its term;

•	expand the types of awards available for issuance; or

•	permit any transactions currently prohibited under the 2013 Plan to reprice outstanding stock awards.

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(1)

In March 2017, Dr. Fink, Mr. Lyle and Mr. Wiggins were granted 138,000, 40,000 and 25,000 restricted stock unit awards, respectively, at target, with vesting based on the level of the Company’s stock price performance against the Nasdaq Composite Index over one, two and three-year performance periods. The potential payout ranges from 0% to 200% of the grant target quantity. The number of award shares included in this table is based upon maximum achievement.

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(1)	The material in this report is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing of Maxwell under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

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•	Dr. Franz Fink, our President and CEO (our “CEO”);

•	David Lyle, our Senior Vice President, Chief Financial Officer, Treasurer and Secretary (our “CFO”); and

•	Everett Wiggins, our Vice President, Operations

•	Acquired the core business and operating entities of Nesscap, a developer and manufacturer of ultracapacitor products for use in transportation, renewable energy, industrial and consumer markets, in exchange for approximately 4.1 million shares of our common stock valued at approximately $25.3 million.

•	Issued $46.0 million aggregate principal amount of 5.50% convertible senior notes due 2022 for net proceeds of $43.0 million. We intend to use the net proceeds for general corporate purposes, which includes research and development expenses, capital expenditures, working capital and general and administrative expenses.

•	Implemented a restructuring plan to increase organizational efficiencies with anticipated annual cost savings between $2.5 million and $3.0 million as a result of this restructuring plan including a benefit of $1.9 million in 2017.

•	Following the acquisition of Nesscap, an additional restructuring plan was implemented to further optimize headcount and operational efficiencies. We anticipate annual cost savings between $0.7 million and $1.0 million as a result of this restructuring plan including a benefit of $0.3 million to $0.4 million realized in 2017.

•	Increased our cash, cash equivalents, and restricted cash balance from $25 million at December 31, 2016 to $50 million at December 31, 2017, primarily as a result of the convertible senior note issuance.

•

Continued to make significant progress in developing and validating our differentiating, proprietary dry battery electrode technology for targeted use in the automotive and energy storage markets. As part of the joint development agreement that was signed in 2016 with a leading global automotive OEM, we reached a second key milestone of materially completing a proof-of-concept, which we believe demonstrates the significant performance and cost advantages of our dry electrode manufacturing process for use in lithium ion-batteries.

•	In order to re-enter the Chinese hybrid bus market which essentially required localization of product manufacturing, we entered into an agreement with a strategic partner in China to localize manufacturing of our product traditionally sold into this market.

•	Approved no increases to base salaries and target bonus opportunities.

•	Approved annual bonus payments equal to 108% of target, based on our achievement of plan goals and objectives.

•	Granted long-term incentive compensation opportunities in the form of market stock unit awards (“MSUs”), certain milestone-based RSUs and service-based RSUs. The MSUs provide our NEOs with the opportunity to earn shares of our common stock based on the performance of our stock relative to the Nasdaq Composite Index over performance periods of up to three years.

◦	Our CEO’s long-term incentive compensation awards were comprised of 60% in target value of performance-based awards and 40% in service-based awards.

◦	Our other NEOs’ annual long-term incentive compensation awards were comprised of 50% in target value of MSUs and 50% in service-based awards. In addition, Mr. Lyle received an additional strategic milestone-based award to support the Company’s financial performance targets, bringing his relative proportion of performance-based to service-based long-term incentive compensation to 75% to 25%.

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•	Approved payment of the first tranche of the 2017 MSUs at 30% of target, and no payout of the second tranche of the 2016 MSUs, based on our stock performance for the 2017 performance period.

•	Determined that the performance-based RSU award granted to our CEO in 2015 with targets based on 2017 financial goals were not earned based on our actual 2017 results. Further, determined that the performance-based award granted to our CEO upon his appointment in 2014, containing a stock-price based performance goal, was not earned.

•	attracting, retaining, and motivating talented and experienced executives who are able to contribute to our long-term, sustainable success;

•	aligning the compensation of certain senior executives with our stockholders’ long-term interests by using multiple performance measures in our variable compensation and providing a large portion of their compensation in various forms of Company equity;

•	offering market competitive fixed compensation within our industry and similarly-sized organizations and rewarding executives whose knowledge, skills, and abilities demonstrably contribute to our success; and

•	incentivizing our executives to achieve clearly defined corporate goals.

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(1)	The total grant value of $900,000 is comprised of the normal annual cycle award with a grant value of $450,000 (50% performance-based and 50% service-based) and a milestone-focused award with a grant date value of $450,000 (100% performance-based), as discussed below.

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(1)	Due to a limit in our equity plan on the number of shares of our common stock that may be granted in a year to any one employee, the initial maximum size of Dr. Fink’s award was less than 200% of target and was increased to 276,000 when our stockholders approved an increase to the per employee share limitation at the 2017 Annual Meeting of Stockholders.

•	any merger or consolidation in which we are not the surviving entity;

•	the sale of all or substantially all of our assets to any other person or entity;

•	the acquisition of beneficial ownership of a controlling interest in the outstanding shares of our common stock by any person or entity; or

•	an election of our Directors as a result of which or in connection with which the persons who were Directors before such election or their nominees cease to constitute a majority of the Board of Directors.

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•	A payment equal to one-half year of the participant’s base salary and target bonus payable in equal installments;

•	A prorated annual incentive bonus paid at actual achievement, if any, for the year of termination; and

•	Twelve months of benefits continuation of health, dental and vision insurance coverage.

•	A lump sum payment equal to one year of the participant’s base salary and target bonus;

•	A prorated annual incentive bonus paid at target achievement, if any, for the year of termination; and

•	Twelve months of benefits continuation of health, dental and vision insurance coverage.

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(1)	The material in this report is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing of Maxwell under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

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(1)	Mr. Lyle joined Maxwell as Senior Vice President, Chief Financial Officer, Treasurer and Secretary in May 2015, therefore his 2015 compensation in the table above reflects only a partial year. Compensation data for 2016 and 2015 has not been provided for Mr. Wiggins because he was not an executive officer in any of those years.

(2)	The amount of salary for Dr. Fink, Mr. Lyle and Mr. Wiggins reflects that 2017, 2016 and 2015 each contained 26 biweekly pay periods.

(3)

The amounts shown do not reflect compensation actually received by the NEOs. Instead, the amounts in these columns represent the grant date fair value of the equity awards in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic No. 718, without regard to estimated forfeitures. In accordance with SEC rules, the grant date fair value of an award that is subject to a performance condition is based on the probable outcome of the performance condition. See Note 10 of the notes to our consolidated financial statements in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 16, 2018 for a discussion of all assumptions made by the Company in determining the values of its equity awards.

(4)

The amounts in this column reflect annual incentive bonus awards earned in the year reported by the named executive officers under our annual bonus plan, although the actual payment occurs in the subsequent year. At the Company’s discretion, our NEOs 2017 annual incentive bonus awards were settled in the form of fully vested RSU awards in February 2018. At the Company’s discretion, our CFO’s 2016 annual incentive bonus award was settled in the form of a fully vested RSU award in March 2017 and our CEO’s 2016 annual incentive award was settled in the form of a fully vested RSU award in July 2017.

(5)

For 2017, this amount includes $16,000 in car allowance, $17,011 in health and welfare benefits and $8,100 in 401(k) matching contributions. For 2016, this amount includes $16,000 in car allowance, $18,409 in health and welfare benefits and $5,195 in 401(k) matching contributions. For 2015, this amount includes $16,000 in car allowance, $17,795 in health and welfare benefits and $3,832 in housing and relocation reimbursements.

(6)	For 2017, this amount includes $16,000 in car allowance, $23,344 in health and welfare benefits and $7,709 in 401(k) matching contributions. For 2016, this amount includes $16,000 in car allowance, $21,725 in health and welfare benefits and $1,729 in 401(k) matching contributions. For 2015, this amount includes $9,846 in car allowance and $14,207 in health and welfare benefits.

(7)	For 2017, this amount includes $22,883 in health and welfare benefits and $7,143 in 401(k) matching contributions.

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(1)	The amounts in this column represent the annual incentive bonus opportunity available to the named executive officers under our annual bonus plan.

(2)	The amounts in this column represent the grant date fair value of the equity award in accordance with Financial Standards Board Accounting Standards Codification Topic No. 718, without regard to estimated forfeitures. In accordance with SEC rules, the grant date fair value of an award that is subject to a performance condition is based on the probable outcome of the performance condition.

(3)

The Equity Incentive Plan Award in this row is an award of performance-based market stock units that is earned based on the level of the Company’s stock price performance against the Nasdaq Composite Index over one, two and three-year performance periods. The potential payout ranges from 0% to 200% of the grant target quantity, with the target number earned if our stock price performance equals the Nasdaq Composite Index and the maximum number earned if our stock price performance equals or exceeds 150% of the Nasdaq Composite Index. These awards have no minimum threshold. Due to a limit in our equity plan on the number of shares of our common stock that may be granted in a year to any one employee, the initial maximum size of Dr. Fink’s award was less than 200% of target and was increased to 276,000 when our stockholders approved an increase to the per employee share limitation at the 2017 Annual Meeting of Stockholders.

(4)	The Stock Award in this row is a restricted stock unit award vesting in annual installments over four years of continuous service.

(5)	The Equity Incentive Plan Award in this row is a restricted stock unit award that will be earned as to 50% of the RSUs upon the achievement of each of two milestones, the first of which is the threshold and both of which constitute the target level of achievement. This award has no maximum level of achievement.

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(1)

In general, stock options and restricted stock unit awards held by our named executive officers will vest in full, at target levels, following involuntary termination or resignation following the occurrence of certain triggering events within a specified period following a change in control of the Company. Upon a change in control of the Company, certain service-based and performance-based restricted stock units held by our named executive officers will vest in full, regardless of whether the named executive officer terminates or resigns following a triggering event. These provisions are described in greater detail in “Potential Payments upon Termination or Change in Control” below.

(2)	In March 2015, Dr. Fink and Mr. Wiggins were granted 98,167 and 14,136 stock options, respectively, with service-based vesting in equal, annual installments over four years of continuous service.

(3)	In May 2015, Mr. Lyle was granted 33,546 stock options with service-based vesting in equal, annual installments over four years of continuous service.

(4)

In March 2017, Dr. Fink, Mr. Lyle and Mr. Wiggins were granted 230,000, 80,000 and 50,000 restricted stock unit awards, respectively, of which 92,000, 40,000 and 25,000, respectively, were service-based restricted stock units vesting in equal, annual installments over four years of continuous service. The remaining 138,000, 40,000 and 25,000 awards granted to Dr. Fink, Mr. Lyle and Mr. Wiggins, respectively, were performance-based market stock units with vesting based on the level of the Company’s stock price performance against the Nasdaq Composite Index over one, two and three-year performance periods. The potential payout ranges from 0% to 200% of the grant target quantity.

(5)

In January 2016, Dr. Fink, Mr. Lyle and Mr. Wiggins were granted 184,900, 77,042 and 38,520 restricted stock unit awards, respectively, of which 92,450, 38,521 and 19,260, respectively, were service-based restricted stock units vesting in equal, annual installments over four years of continuous service. The remaining 92,450, 38,521 and 19,260 awards granted to Dr. Fink, Mr. Lyle and Mr. Wiggins, respectively, were performance-based market stock units with vesting based on the level of the Company’s stock price performance against the Nasdaq Composite Index over one, two and three-year performance periods. The potential payout ranges from 0% to 200% of the grant target quantity.

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(6)

In March 2015, Dr. Fink and Mr. Wiggins were granted 153,479 and 17,190 restricted stock unit awards, respectively, of which 51,160 and 7,367, respectively, were service-based restricted stock units vesting in equal installments over four years of continuous service. The remaining 102,319 and 9,823 awards granted to Dr. Fink and Mr. Wiggins, respectively, were restricted stock units with vesting contingent upon the Company’s achievement of certain financial targets within the next three fiscal years. Specifically, these financial targets related to the achievement of a specified revenue target on which vesting of 50% of the shares is contingent, and the achievement of specified operating income target, calculated on a non-GAAP basis, on which vesting of the remaining 50% of the shares is contingent. The performance-based awards are earned at 100% of the target number of shares if the applicable financial metrics are achieved at the target level, and are paid on a sliding scale from zero to 200% of target if the actual results achieved are higher or lower than the target. The performance period for these awards lapsed as of December 31, 2017 and none of the awards were earned; the awards were cancelled in February 2018.

(7)

In May 2014, Dr. Fink was granted 90,000 restricted stock unit awards, of which 40,000 were service-based restricted stock units vesting in equal installments over four years of continuous service and 50,000 were market-condition restricted stock units vesting upon the achievement of certain stock price thresholds and the completion of three years of continuous employment from the date of grant. The performance period for the market-condition restricted stock units lapsed on May 1, 2017 and none of the awards were earned; the awards were cancelled in 2017.

(8)

In May 2015, Mr. Lyle was granted 75,886 restricted stock unit awards, of which 52,012 were service-based restricted stock units vesting in equal installments over four years of continuous service and 23,874 with vesting contingent upon the Company’s achievement of certain financial targets within the next three fiscal years. Specifically, these financial targets relate to the achievement of a specified revenue target on which vesting of 50% of the shares is contingent, and the achievement of specified operating income target, calculated on a non-GAAP basis, on which vesting of the remaining 50% of the shares is contingent. The performance-based awards will be earned at 100% of the target number of shares if the applicable financial metrics are achieved at the target level, and will be paid on a sliding scale from zero to 200% of target if the actual results achieved are higher or lower than the target. The performance period for these awards lapsed as of December 31, 2017 and none of the awards were earned; the awards were cancelled in February 2018.

(9)	In March 2014, Mr. Wiggins was granted 12,000 restricted stock awards which were service-based restricted stock awards vesting in equal, annual installments over four years of continuous service.

(10)	Computed in accordance with SEC rules as the number of unvested shares multiplied by the closing price of the Company common stock on December 31, 2017, which was $5.76. The actual value realized by the officer depends on whether the shares vest and the future performance of our common stock.

(11)

In February 2016, Dr. Fink was granted 46,224 restricted stock unit awards with vesting contingent upon the achievement of two key strategic milestones. Vesting related to the first milestone, which represents 33% of the awards, was contingent on achievement of the first milestone by December 31, 2016. The first milestone was achieved during 2016 and the related awards vested. Vesting related to the second milestone, which represents 67% of the awards, is contingent on achievement of the second milestone by December 31, 2019.

(1)	Value realized is based on the fair market value of our common stock on the date the restricted stock was released to the officer and does not necessarily reflect proceeds actually received by the officer.

(2)	Dr. Fink’s number of shares acquired on vesting excludes 15,254 restricted stock unit awards settled on March 15, 2017 which vested on November 2, 2016.

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(1)

For purposes of valuing the severance and vacation payments in the table above, the computation is based on each executive’s base salary in effect at the end of 2017 and the number of accrued but unused vacation days at the end of 2017. Dr. Fink’s severance payment includes 150% of his base salary and target bonus for the year of termination. If Dr. Fink’s employment is terminated without cause or should Dr. Fink resign his employment for good reason, either within 30 days prior to a change in control or within 24 months after a change of control, he will receive a lump sum payment equal to two times his base salary and target bonus. Mr. Lyle’s severance payment includes 100% of his base salary and target bonus for the year of termination. If Mr. Lyle’s employment is terminated without cause or should Mr. Lyle resign his employment for good reason, either within 30 days prior to a change in control or within 24 months after a change of control, he will receive a lump sum payment equal to 150% times his base salary and target bonus. Mr. Wiggins’s severance payment includes 50% of his base salary and target bonus for the year of termination. In addition, if Mr. Wiggins’s employment is terminated without cause or should Mr. Wiggins resign his employment for good reason, either within 30 days prior to a change in control or within 24 months after a change of control, he will receive a lump sum payment equal to 100% times his base salary and target bonus.

(2)

The value of the bonus shown in the table above was calculated based on the assumption that the officer’s employment termination and the change in control (if applicable) occurred on December 31, 2017. The value of the bonus is prorated based upon the number of days employed in the year of termination and is based on actual achievement unless the termination is in connection with a change in control in which 100% of the target bonus would be due.

(3)

The value of equity award acceleration shown in the table above was calculated based on the assumption that the officer’s employment termination and the change in control (if applicable) occurred on December 31, 2017. The value of the stock award acceleration was calculated by multiplying the applicable number of unvested shares subject to each restricted stock unit grant by the closing sales price of the Company’s common stock on December 31, 2017 and by multiplying the applicable number of unvested stock options by the intrinsic value of the stock option using the closing sales price of the Company’s common stock on December 31, 2017.

(4)	Amounts reflect the current cost to the Company of the individual’s health and welfare benefits per year, which was then multiplied by the applicable multiple pursuant to the change in control provisions set forth in each individual executive’s employment agreement.

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(5)

If, in connection with a change in control transaction, Dr. Fink’s, Mr. Lyle’s or Mr. Wiggins’s equity awards are not continued, assumed, substituted, or converted into the right to receive a payment equal to the value of the Company’s common stock in such transaction, then the equity awards will become fully vested. Certain awards, specifically, Dr. Fink’s 2014 initial service-based restricted stock unit award, Dr. Fink’s, Mr. Lyle’s and Mr. Wiggins’s 2016 and 2017 performance-based market stock unit awards and Dr. Fink’s 2016 milestone-based restricted stock unit award, vest unconditionally at target upon a change in control.

•	The Annual Total Compensation of the median compensated of all employees of our Company (other than our CEO), was $73,104.

•	The Annual Total Compensation of Dr. Fink was $2,575,421.

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(1)	Includes 327,671 stock options and 3,384,228 restricted stock units outstanding, at maximum.

(2)	Calculated without taking into account the 3,457,982 shares of common stock subject to outstanding RSUs, at maximum, that become issuable as those units vest, without any cash consideration or other payment required for such shares.

(3)	Includes 617,609 shares available for future issuance under the 2004 Employee Stock Purchase Plan and 3,063,960 shares available for future issuance under the 2013 Omnibus Equity Incentive Plan.

(4)	Includes 33,546 stock options and 73,754 restricted stock units, at maximum, granted to Mr. Lyle as a material inducement for commencement of employment with Maxwell. The terms and conditions of such awards are substantially similar to those for stock options and restricted stock units granted under the 2013 Omnibus Equity Incentive Plan.

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ARTICLE 1.	INTRODUCTION.

ARTICLE 2.	ADMINISTRATION.

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ARTICLE 3.	SHARES AVAILABLE FOR GRANTS.

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ARTICLE 4.	ELIGIBILITY.

ARTICLE 5.	OPTIONS.

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ARTICLE 6.	[INTENTIONALLY OMITTED.]

ARTICLE 7.	RESTRICTED SHARES.

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ARTICLE 8.	STOCK UNITS.

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ARTICLE 9.	ADJUSTMENTS; DISSOLUTIONS AND LIQUIDATIONS; CORPORATE TRANSACTIONS.

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ARTICLE 10.	OTHER AWARDS.

ARTICLE 11.	LIMITATION ON RIGHTS.

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ARTICLE 12.	TAXES.

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ARTICLE 13.	FUTURE OF THE PLAN.

ARTICLE 14.	DEFINITIONS.

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