Current Report Filing (8-k)

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): May 8, 2015

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.

(b) As previously announced, Maxwell Technologies, Inc. (the “Company”) and Kevin S. Royal, the Senior Vice President and Chief Financial Officer of the Company have agreed that Mr. Royal, following six years of significant contribution to the Company, will step down from his position in 2015. On May 8, 2015, we entered into a Transition Agreement and General Release of All Claims (the “Transition Agreement”) with Mr. Royal pursuant to which his employment will terminate on May 31, 2015. Following this date, we have agreed to continue to pay Mr. Royal his current base salary for a period of nine months in an amount equal to $28,843 per month, which will be paid in accordance with the Company’s normal payroll practices, as well as pay COBRA premiums on Mr. Royal’s behalf in an amount equal to the monthly health premium the Company pays for active employees for up to nine months. In addition, the Transition Agreement provides for the extension of the post-termination exercise period for Mr. Royal’s vested stock options, from 90 days to 12 months following his termination of employment.

The foregoing description of the Transition Agreement and General Release of All Claims is qualified in its entirety by the full text of such agreement, which is filed as Exhibit 10.1 to this Form 8-K.

(c) Effective as of May 11, 2015, the Board of Directors of Maxwell Technologies, Inc. (the “Company”) appointed David Lyle, age 51, as Senior Vice President, Chief Financial Officer, Treasurer and Secretary of the Company.

Prior to joining the Company, Mr. Lyle served as the chief financial officer of Entropic Communications, Inc., a provider of semiconductor solutions for home entertainment, from June 2007 to May 2015. From August 2005 to June 2007, Mr. Lyle was the chief financial officer at RF Magic, acquired by Entropic in June 2007. Prior to RF Magic, Mr. Lyle was finance director and controller for the mobile communications business unit at Broadcom Corp., a provider of highly-integrated semiconductor solutions. He joined Broadcom in July 2004 through its acquisition of Zyray Wireless Inc., a WCDMA baseband co-processor company, where he served as chief financial officer beginning in January 2004. Prior to 2004, Mr. Lyle served as chief financial officer at Mobilian Corporation, a wireless data communications semiconductor company, and in various finance roles at Intel Corporation, a semiconductor company. At Intel, Mr. Lyle served in the microprocessor and networking groups and in the strategic investment arm of Intel, now known as Intel Capital.

Mr. Lyle received an undergraduate degree in business from the University of Southern California and an M.B.A. from Arizona State University. In addition, Mr. Lyle holds a Master of International Management (MIM) degree from American Graduate School of International Management (Thunderbird) where he graduated with distinction.

On May 8, 2015, the Company entered into an Employment Agreement with Mr. Lyle (the “Employment Agreement”), a copy of which is filed as Exhibit 10.2 to this Form 8-K. Under the terms of the Employment Agreement, as the Company’s Chief Financial Officer, Mr. Lyle will receive an annual base salary of $375,000 and will be eligible for an incentive bonus targeted at 60% of annual base salary for each fiscal year of the Company.

In accordance with the Employment Agreement, and as an inducement material to his acceptance of employment with the Company, Mr. Lyle will receive certain equity-based awards outside the terms of a stockholder-approved equity plan of the Company as permitted by Nasdaq Listing Rule 5635(c)(4). The awards, which have substantially the same terms and conditions as the corresponding equity awards granted to other executive officers of the Company, are as follows:


•	a number of stock options determined by dividing $105,000 by the grant date fair value per share of our stock, with the options vesting in equal annual installments over four years of continuous employment;


•	a number of restricted stock units (“RSUs”) determined by dividing $305,000 by the average closing sales price of our stock over the 10 consecutive trading days prior to Mr. Lyle’s start date, with the RSUs vesting over four years of continuous employment; and

•

a number of performance restricted stock units (“PRSUs”) determined by dividing $140,000 by the average closing sales price of our stock over the 10 consecutive trading days prior to Mr. Lyle’s start date, with the PRSUs vesting based on the achievement of performance milestones previously established by the Compensation Committee of the Board of Directors for performance-based equity awards granted to the Company's executive officers in 2015.

The Employment Agreement also provides for certain severance benefits. If Mr. Lyle’s employment is terminated without cause, either more than 30 days prior to a change in control or more than 18 months after a change in control, he will receive payment of his base salary, target bonus, and reimbursement of a portion of COBRA health insurance premiums for a period of up to 12 months. If such a termination occurs after the first year of Mr. Lyle’s employment, he will receive pro rata monthly acceleration of his stock options and RSUs. In addition, 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 18 months

after a change of control, he will receive a lump sum payment equal to his base salary and target bonus, reimbursement of a portion of COBRA health insurance premiums for a period of up to 12 months, and waiver of service vesting conditions and deemed attainment at target of all performance-vested milestones under each outstanding equity award.

The selection of Mr. Lyle to serve as Senior Vice President, Chief Financial Officer, Treasurer and Secretary was not pursuant to any arrangement or understanding with respect to any other person. In addition, there are no family relationships between Mr. Lyle and any director or other executive officer of the Company and there are no related persons transactions between the Company and Mr. Lyle reportable under Item 404(a) of Regulation S-K.

The Company issued a press release announcing the appointment of Mr. Lyle and the material terms of the inducement grants to Mr. Lyle on May 11, 2015, a copy of which is attached to this report as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits




Exhibit No.		Description

10.1		Transition Agreement and General Release of All Claims between Maxwell Technologies, Inc. and Kevin S. Royal dated May 8, 2015
10.2		Employment Agreement between Maxwell Technologies, Inc. and David Lyle dated May 8, 2015
99.1		Press release issued by Maxwell Technologies, Inc. on May 11, 2015

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/ Franz Fink
			Franz Fink, Ph.D
			President and Chief Executive Officer

Date: May 11, 2015

EXHIBIT INDEX




Exhibit No.		Description

10.1		Transition Agreement and General Release of All Claims between Maxwell Technologies, Inc. and Kevin S. Royal dated May 8, 2015
10.2		Employment Agreement between Maxwell Technologies, Inc. and David Lyle dated May 8, 2015
99.1		Press release issued by Maxwell Technologies, Inc. on May 11, 2015

Exhibit 10.1

TRANSITION AGREEMENT AND GENERAL RELEASE OF ALL CLAIMS

This Transition Agreement and General Release of All Claims (“Release”) is made by and between Kevin S. Royal (“Executive”) on the one hand and Maxwell Technologies, Inc. (the “Company”) on the other. (Collectively, Executive and the Company shall be referred to as the “Parties.”)

1.Executive is an employee of the Company. Executive’s last day of full-time employment with the Company will be May 31, 2015 (the “Transition Date”). Executive will continue to earn his existing base salary through the Transition Date. The Parties desire to resolve any and all differences related to Executive’s employment with the Company and/or the cessation of that employment. Additionally, the Parties desire to resolve any known or unknown claims between them, neither Party admitting any liability or fault. For these reasons, the Parties have entered into this Release.

2.All vacation accrual and other fringe benefits of Executive cease on the Transition Date. Prior to the close of business on the Transition Date, the Company will tender Executive’s final paycheck. In addition to accrued salary through the Transition Date, such final paycheck shall include 600 accrued vacation hours at a rate of $166.41 per hour, for a total of $99,864.00 payable in respect of accrued vacation. Executive hereby agrees that such accrued vacation represents all amounts due and owing to Executive for vacation and paid time off accrued and unused as of the Transition Date.

3.If (a) Executive enters into this Release and does not revoke this Release within the time period provided below in Section 13 (the “Release Deadline”); (b) Executive has returned all Company property in his possession; and (c) Executive has resigned as a member of the board of directors of any subsidiaries of the Company, to the extent applicable; then the Company will provide Executive with the payments and benefits described in this Section 3. If Executive fails to return this Release on or before the Release Deadline, or if Executive revokes this Release, then Executive will not be entitled to the payments and benefits described in this Section 3.

(i)Salary Continuation. The Company will continue to pay Executive his current base salary in an amount equal to $28,843.09 per month for a period of nine months after the Transition Date. The Company will pay such monthly amount in accordance with the Company’s normal payroll practices. Such salary continuation payments will commence within 30 days after the Transition Date and, once they commence, will include any unpaid amounts accrued from the Transition Date. However, if the 30-day period described in the preceding sentence spans two calendar years, then the payments will in any event begin in the second calendar year.

(ii)Health Continuation Coverage. If Executive elects to continue health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), then the Company will pay the same portion of Executive’s monthly premium under COBRA as it pays for active employees until the earliest of (a) the close of the nine month period following the Termination Date (the “COBRA Period”), (b) the expiration of Executive’s continuation coverage under COBRA or (c) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment.

(iii)Extended Exercisability of Stock Options. Executive shall have twelve months following the Transition Date to exercise any outstanding stock options, but in no event shall such period exceed the later of (a) the maximum term of the stock options as set forth in the applicable stock option agreements, or (b) ten years from the date of grant of the stock options.

(iv)Withholding Taxes. All cash amounts payable hereunder shall be subject to all applicable federal and state income and employment withholding taxes.

4.In consideration of and in return for the promises and covenants undertaken herein by the Company, including the payments Executive will receive under Section 3 above, and for other good and valuable consideration, receipt of which is hereby acknowledged, Executive does hereby acknowledge full and complete satisfaction of and does hereby release, absolve and discharge the Company and the Company’s subsidiaries, affiliates, related companies and 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 (hereinafter collectively referred to as the “Releasees”) from any and all claims, demands, liens, agreements, contracts, covenants, actions, suits, causes of action, grievances, severance payments, obligations, debts, expenses, damages, judgments, orders and liabilities of whatever kind or nature in state or federal law, equity or otherwise, whether known or unknown to Executive that Executive now owns or holds or has at any time owned or held as against Releasees, or any of them, including specifically but not exclusively and without limiting the generality of the foregoing, any and all claims, demands, grievances, agreements, obligations and causes of action, known or unknown, suspected or unsuspected by Executive: (a) arising out of Executive’s employment with the Company or the ending of that employment, or (b) arising out of or in any way connected with any claim, loss, damage or injury whatever, known or unknown, suspected or unsuspected, resulting from any act or omission by or on the part of the Releasees, or any of them, committed or omitted on or before the Transition Date. Also without limiting the generality of the foregoing, Executive specifically releases the Releasees from any claim for attorneys’ fees and/or costs of suit. EXECUTIVE SPECIFICALLY AGREES AND ACKNOWLEDGES EXECUTIVE IS WAIVING ANY RIGHT TO RECOVERY BASED ON STATE OR FEDERAL AGE, SEX, PREGNANCY, RACE, COLOR, NATIONAL ORIGIN, MARITAL STATUS, RELIGION, VETERAN STATUS, DISABILITY, SEXUAL ORIENTATION, MEDICAL CONDITION, OR OTHER ANTI-DISCRIMINATION LAWS, INCLUDING, WITHOUT LIMITATION, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, THE AGE DISCRIMINATION IN EMPLOYMENT ACT, THE AMERICANS WITH DISABILITIES ACT AND THE CALIFORNIA FAIR EMPLOYMENT AND HOUSING ACT, OR BASED ON THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, ALL AS AMENDED, WHETHER SUCH CLAIM BE BASED UPON AN ACTION FILED BY EXECUTIVE OR BY A GOVERNMENTAL AGENCY. However, this Release covers only those claims that arose prior to the Transition Date and only those claims that may be waived by applicable law. Execution of this Release does not bar any claim that arises hereafter, including (without limitation) a claim for breach of this Release or that certain letter agreement, dated as of March 23, 2009, between the Parties (the “Letter Agreement”). Execution of this Release also does not bar any claim to indemnification under Section 2802 of the California Labor Code, any claim for coverage under any indemnification agreement between Executive and the Company and any claim for coverage under any D&O insurance policy.

5.It is the intention of Executive in executing this Release that it shall be effective as a bar to each and every claim, demand, grievance and cause of action hereinabove specified. In furtherance of this intention, Executive hereby expressly waives any and all rights and benefits conferred upon Executive by the provisions of Section 1542 of the California Civil Code and expressly consents that this Release shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown and unsuspected claims, demands and causes of action, if any, as well as those relating to any other claims, demands and causes of action hereinabove specified. Section 1542 provides:

“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.”

Having been so apprised, Executive nevertheless hereby voluntarily elects to and does waive the rights described in Civil Code Section 1542 and elects to assume all risks for claims that now exist in Executive’s favor, known or unknown, that are released under this Release.

6.The Company expressly denies any violation of any federal, state or local statute, ordinance, rule, regulation, policy, order or other law. The Company also expressly denies any liability to Executive. This Release is the compromise of disputed claims and nothing contained herein is to be construed as an admission of liability on the part of the parties hereby released, or any of them, by whom liability is expressly denied. Accordingly, while this Release resolves all issues regarding the Company referenced herein, it does not constitute an adjudication or finding on the merits of any allegations and it is not, and shall not be construed as, an admission by the Company of any violation of federal, state or local statute, ordinance, rule, regulation, policy, order or other law, or of any liability. Moreover, neither this Release nor anything in it shall be construed to be or shall be admissible in any proceeding as evidence of or an admission by the Company of any violation of any federal, state or local statute, ordinance, rule, regulation, policy, order or other law, or of any liability. This Release may be introduced, however, in any proceeding to enforce this Release or the Letter Agreement. Such introduction shall be pursuant to an order protecting its confidentiality.

7.This Release shall be construed in accordance with, and be deemed governed by, the laws of the State of California (without regard to principles of conflict of laws).

8.If any provision of this Release or application thereof is held invalid, the invalidity shall not affect other provisions or applications of this Release that can be given effect without the invalid provision or application. To this end, the provisions of this Release are severable.

9.The Parties hereto acknowledge each has read this Release, each fully understands its rights, privileges and duties under this Release, and that each enters into this Release freely and voluntarily. Each Party further acknowledges each has had the opportunity to consult with an attorney of its choice to explain the terms of this Release and the consequences of signing it.

10.The undersigned each acknowledge and represent that no promise or representation not contained in this Release has been made to them and acknowledge and represent that this Release contains the entire understanding between the Parties and contains all terms and conditions pertaining to the compromise and settlement of the subjects referenced herein. The undersigned further acknowledge that the terms of this Release are contractual and not a mere recital.

11.Executive acknowledges Executive may hereafter discover facts different from, or in addition to, those Executive now knows or believes to be true with respect to the claims herein released and agrees the release herein shall be and remain in effect in all respects as a complete and general release as to all matters released herein, notwithstanding any such different or additional facts.

12.The Company hereby advises Executive that this Release includes a waiver of any rights that the Executive may have under the Age Discrimination in Employment Act. Executive is advised to discuss this Release with his attorney before executing it. Executive acknowledges that the Company has provided Executive at least twenty-one (21) days within which to review and consider this Release before signing it. Should Executive decide not to use the full twenty-one (21) days, then Executive knowingly and voluntarily waives any claim that Executive was not in fact given that period of time or did not use the entire twenty-one (21) days to consult an attorney and/or consider this Release.

13.Within seven calendar days of signing and dating this Release, Executive shall deliver the executed original of this Release to Attn: Franz Fink, Chief Executive Officer, Maxwell Technologies, Inc., 3888 Calle Fortunada, San Diego, California 92123. However, Executive acknowledges that Executive may revoke this Release for up to seven calendar days following Executive’s execution of this Release and that it shall not become effective or enforceable until the revocation period has expired. Executive acknowledges that such revocation must be in writing addressed to Attn: Franz Fink, Chief Executive Officer, Maxwell Technologies,

Inc., 3888 Calle Fortunada, San Diego, California 92123, and received not later than midnight on the seventh day following execution of this Release by Executive. If Executive revokes this Release under this Section 13, this Release shall not be effective or enforceable and Executive will not receive the payments described in Section 3 above.

14.If Executive does not revoke this Release in the time frame specified in Section 13 above, this Release shall be effective at 12:01 a.m. on the eighth day after it is signed by Executive.

15.From the date hereof through nine months following the Transition Date (the “Restricted Period”) or such later date as may be applicable under the Proprietary Information and Inventions Agreement between the Executive and the Company, Executive shall not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, corporation, or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly: (i) hire, solicit or encourage any employee of the Company or any of its subsidiaries or affiliates to leave the employment of the Company or any of its subsidiaries or affiliates; or (ii) solicit or encourage any independent contractor, consultant, agent, partner or other service provider then under contract with the Company or any of its subsidiaries or affiliates to cease to work with or provide services to the Company or any of its subsidiaries or affiliates.

16.During the Restricted Period, Executive shall cooperate with the Company, as reasonably requested by the Company, to effect a transition of Executive’s responsibilities and to ensure that the Company is aware of all matters being handled by the Executive. In particular and without limiting the foregoing, Executive shall cooperate with and make himself available as requested by the Company in connection with any government investigation, administrative hearing or any other similar proceeding involving the Company. The parties acknowledge that the consideration provided under this Release shall be consideration for his cooperation under this Section 16 whenever such cooperation is needed.

17.Executive agrees to refrain from any disparagement, defamation, libel or slander of the Company and the Releasees (as defined in Section 4 above), and agrees to refrain from any tortious interference with the contracts and relationships of the Releasees.

18.The Parties agree that the Company would suffer irreparable harm upon Executive’s breach of the preceding Sections 15, 16, and 17, and that any such breach will constitute a material breach of this Release. Upon any such breach, the Company may discontinue any further payments or benefits that would otherwise have become due under Section 3 above. In addition, upon any such breach, the Company may seek equitable relief in such form as may then be available.

19.Executive acknowledges that, despite the cessation of Executive’s full-time employment with the Company, Executive may continue to be subject to Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Executive further acknowledges that the Company has advised him to consult independent counsel regarding the applicability of Section 16 of the Exchange Act.

I have read this Release and I accept and agree to the provisions contained therein and hereby execute it voluntarily and with full understanding of its consequences.

PLEASE READ CAREFULLY. THIS RELEASE CONTAINS A

GENERAL RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.

/s/ Kevin S. Royal Date: May 8, 2015

Kevin S. Royal

Maxwell Technologies, Inc.

By: /s/ Franz Fink Date: May 8, 2015

Title: CEO & President

Exhibit 10.2

May 8, 2015

David Lyle

______________________

Dear David:

Maxwell Technologies, Inc. (the “Company”) is pleased to offer you employment on the following terms:

1.Position. Your title and position with the Company will be Senior Vice President, Chief Financial Officer, Treasurer and Secretary and you will report directly to the Company’s Chief Executive Officer. This is a full-time position and your place of employment will be at our headquarters in San Diego. Your start date will be no later than May 18, 2015 or such other mutually agreeable date that may be determined by you and the Company; provided, however, in no event shall your start date be earlier than such time as your employment with your current employer is involuntarily terminated without cause or voluntarily terminated by you for good reason (the “Start Date”). While you render services to the Company, you will not engage in any other employment, consulting or other business activity (whether full-time or part-time) that would create a conflict of interest with the Company. By signing this letter agreement, you confirm to the Company that you have no contractual commitments or other legal obligations that would prohibit you from performing your duties for the Company.

2.Salary. The Company will pay you a starting salary at the rate of $375,000 per year (“Base Salary”), payable in accordance with the Company’s standard payroll schedule. This salary will be subject to adjustment pursuant to the Company’s employee compensation policies in effect from time to time.

3.Bonus. You will be eligible for an incentive bonus for each fiscal year of the Company. The bonus (if any) will be awarded based on objective or subjective criteria established and approved by the Compensation Committee of the Board (the “Committee”). You will have an opportunity to provide your input to the Board and/or Committee with regard to the selection of such criteria, which will be established within a reasonable time period following the first day of the applicable bonus period. Your target bonus (“Target Bonus”) will be equal to 60% of your Base Salary as in effect on the last day of each fiscal year. Any bonus for the fiscal year in which your employment begins will be prorated, based on the number of days that you were employed by the Company during the fiscal year. The bonus for each fiscal year will be paid after the Company’s books for that year have been closed and will be paid only if you are employed by the Company at the time of payment. The determinations of the Board or its Compensation Committee with respect to your bonus will be final and binding.

4.Employee Benefits. As an executive officer of the Company, you will be eligible to participate in a number of Company-sponsored benefits. In addition, you will be entitled to paid vacation in accordance with the Company’s vacation policy, as in effect from time to time. Finally, you will be provided with an automobile allowance of $16,000 per year.

5.Initial Equity-Based Awards. Subject to the approval of the Compensation Committee of the Board, you will be granted a series of equity-based awards outside the terms of any equity incentive plan of the Company, as a material inducement to your acceptance of employment with the Company, subject to the terms of the applicable award agreements, as follows:

(a)An option to purchase that number of shares of Stock with a grant date fair value of $105,000, with the number of shares determined by using the Black-Scholes option pricing model employed by the Company to estimate the fair value of stock option grants for financial reporting purposes (the “Option Award”). The exercise price per share of the Option Award will be equal to the closing sales price of the Stock as reported on the Nasdaq Global Market on the date of grant. The Option Award will vest in a series of four successive equal annual installments over each additional year of your continued employment measured from the Start Date, subject to acceleration upon your death or Disability or pursuant to Sections 7(b) and 7(c) below.

(b)A number of restricted stock units determined as the quotient obtained by dividing (i) $305,000, by (ii) the Average Closing Price (the “Service Award”). The Service Award will vest in a series of four successive equal annual installments over each additional year of your continued employment measured from the Start Date, subject to acceleration upon your death or Disability or pursuant to Sections 7(b) and 7(c) below.

(c)A number of performance restricted stock units determined as the quotient obtained by dividing (i) $140,000, by (ii) the Average Closing Price (the “Performance Award”). The Performance Award will be granted as part of the Company’s annual equity incentive awards for executive officers in 2015, and will vest based on the achievement of certain performance milestones established by the Committee (which have historically included revenue, net income and other similar financial metrics), provided that you remain employed through the applicable performance period, but subject to acceleration pursuant to Section 7(c) below.

6.Accrued Payments Upon Termination. If your employment with the Company terminates for any reason, then except as otherwise set forth in Section 7 below, (a) all vesting will cease immediately with respect to your then-outstanding Equity Awards and (b) the only amounts payable to you by the Company will be (i) any unpaid Base Salary due for periods prior to the date of termination of your employment and (ii) any accrued but unused vacation through such termination date. Such payments, if any, will be made promptly upon termination and within the period of time mandated by law.

7.Severance Benefits.

(a)General. If you are subject to an Involuntary Termination, then you may qualify for the benefits described in this Section 7. However, you will not qualify for any of the benefits described in this Section 7 unless you have (i) returned all Company property in your possession, (ii) resigned as a member of the Board and of the boards of directors of all of the Company’s subsidiaries, to the extent applicable, and (iii) executed a general release of all claims that you may have against the Company or persons affiliated with the Company in a form attached hereto as Exhibit A (the “Release”). You must execute and return the Release on or before the date specified by the Company in the Release (the “Release Deadline”). The Release Deadline will in no event be later than fifty (50) days after your Separation. If you fail to return the Release on or before the Release Deadline, or if you revoke the Release, then you will not qualify for the benefits described in this Section 7.

(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 eighteen (18) months after a Change in Control, then you will be entitled to the following:

1.Cash Severance. The Company will pay you an amount equal to 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 7(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.

2.Medical Benefits. If you elect to continue your health insurance coverage under COBRA following the termination of your employment, then the Company will pay the same portion of your monthly premium under COBRA as it pays for active employees until the earliest of (a) the close of the twelve (12)-month period following the termination of your employment (the “COBRA Period”), (b) the expiration of your continuation coverage under COBRA or (c) the date when you become 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 you a taxable monthly payment in an amount equal to the monthly COBRA premium that you would be required to pay to continue the group health coverage in effect on the date of your Separation for you and your dependents pursuant to the Company’s health insurance plans in which you or your dependents were participants as of the day of your Separation (which amount shall be based on the premium for the first month of COBRA coverage), which payments shall be made regardless of whether you elect COBRA continuation coverage, shall commence on the later of (i) the first day of the month following sixty (60) days after your Separation, provided, if such sixty (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 you become covered by a medical, dental or vision insurance plan of a subsequent employer, and (y) the last day of the COBRA Period. You 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.

3.Pro Rata Equity Acceleration. If a Termination Without Cause occurs more than one year after your Start Date, you will vest in a total number of shares or units subject to the Option Award and the Service Award equal to the product of (x) the total number of shares or units subject to the Option Award or Service Award, as applicable, and (y) the quotient obtained by dividing (i) the number of whole months between the Start Date and the date of the Termination Without Cause, by (ii) forty-eight (48); provided, however, that in the event acceleration of the settlement or distribution date of the Service Award would result in additional taxes and penalties under Section 409A of the Code, then the vesting of the Service Award shall accelerate but settlement or distribution of shares (or cash, if applicable) shall occur on the date(s) specified in the agreement governing the Service Award.

(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 Change in Control or within eighteen (18) months after a Change in Control, then you will be entitled to the following:

1.Cash Severance. The Company will pay you a lump sum equal to the sum of your Base Salary and 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 spans 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.

3.Equity Acceleration. You will receive full service-based vesting credit and deemed attainment at target of all performance-based vesting milestones under all of your then-outstanding Equity Awards; provided, however, that in the event acceleration of the settlement or distribution date of an award would result in additional taxes and penalties under Section 409A of the Code, then the vesting of such award shall accelerate but settlement or distribution of award shares (or cash, if applicable) shall occur on the date(s) specified in the agreement governing the award.

8.Limitation on Payments.

(a)Scope of Limitation. This Section 8 will apply only if the accounting firm serving as the Company’s independent public accountants immediately prior to a Change in Control (the “Accounting Firm”) determines that the after-tax value of all Payments (as defined below) to you, taking into account the effect of all federal, state and local income taxes, employment taxes and excise taxes applicable to you (including the excise tax under Section 4999 of the Code), will be greater after the application of this Section 8 than it was before the application of this Section 8. If this Section 8 applies, it will supersede any contrary provision of this letter agreement. For purposes of this Section 8, the term “Company” will also include affiliated corporations to the extent determined by the Accounting Firm in accordance with Section 280G(d)(5) of the Code.

(b)Basic Rule. In the event that the Accounting Firm determines that any payment or transfer by the Company to or for your benefit (a “Payment”) would be nondeductible by the Company for federal income tax purposes because of the provisions concerning “excess parachute payments” in Section 280G of the Code and pursuant to the Treasury regulations thereunder, then provided that Subsection (a) results in applicable of this Section 8, the aggregate present value of all Payments will be reduced (but not below zero) to the Reduced Amount. For purposes of this Section 8, the “Reduced Amount” will be the amount, expressed

as a present value, which maximizes the aggregate present value of the Payments without causing any Payment to be nondeductible by the Company because of Section 280G of the Code.

(c)Reduction of Payments. If the Accounting Firm determines that any Payment would be nondeductible by the Company because of Section 280G of the Code, and if none of the Payments is subject to Section 409A of the Code, then the reduction will occur in the manner you elect in writing prior to the date of payment; provided, however, that if the manner elected by you pursuant to this sentence could in the opinion of the Company result in any of the Payments becoming subject to Section 409A of the Code, then the following sentence will instead apply. If any Payment is subject to Section 409A of the Code, or if you fail to elect an order under the preceding sentence, then the reduction will occur in the following order: (i) cancellation of acceleration of vesting of any Equity Awards for which the exercise price (if any) exceeds the then-fair market value of the underlying Stock; (ii) reduction of cash payments (with such reduction being applied to the payments in the reverse order in which they would otherwise be made (that is, later payments will be reduced before earlier payments)); and (iii) cancellation of acceleration of vesting of Equity Awards not covered under (i) above; provided, however, that in the event that acceleration of vesting of Equity Awards is to be cancelled, such acceleration of vesting will be cancelled in the reverse order of the date of grant of such Equity Awards (that is, later Equity Awards will be canceled before earlier Equity Awards).

(d)Fees of Accounting Firm and Required Data. The Company will pay all fees, expenses and other costs associated with retaining the Accounting Firm for the purposes described in this Section 8. You and the Company will provide to the Accounting Firm all data in the Company’s possession or under its control that the Accounting Firm reasonably requires for the purposes described in this Section 8.

9.Further Obligations to the Company.

(a)General. You acknowledge your obligations under, and agree to comply with, all applicable laws and all Company policies in effect at all times and from time to time during your employment with the Company. You further acknowledge and agree that such applicable laws or policies may relate to the general terms of your employment with the Company or to a specific component of your compensation. By way of example, such applicable laws or policies may include any Company recoupment or clawback policy, insider trading policy or code(s) of conduct or other policies adopted under, pursuant to or in light of, or requirements imposed by, the Sarbanes-Oxley Act of 2002 or the Dodd-Frank Wall Street Reform and Consumer Protection Act.

(b)Proprietary Information and Inventions Agreement. As an employee of the Company, it is likely that you will become knowledgeable about confidential and/or proprietary information related to the operations, products and services of the Company and its clients. Similarly, you may have confidential or proprietary information from prior employers that should not be used or disclosed to anyone at the Company. Accordingly, on or prior to the commencement of your employment, you will be required to read, complete and sign the Company’s standard Proprietary Information and Inventions Agreement, a copy of which is attached hereto as Exhibit B, and return it to the Company. In addition, the Company requests that you comply with any existing and/or continuing contractual obligations that you may have with any former employers. By signing this letter agreement, you represent that your employment with the Company will not breach any agreement you have with any third party.

(c)Code of Business Conduct. On or prior to the commencement of your employment, you will be required to read and sign the Company’s Code of Business Conduct, a copy of which is attached hereto as Exhibit C, and return it to the Company. By signing this letter agreement, you agree to comply with the Company’s Code of Business Conduct during the term of your employment with the Company.

10.Employment Relationship. Employment with the Company is for no specific period of time. Your employment with the Company will be “at will,” meaning that either you or the Company may terminate your employment at any time and for any reason, with or without cause. Any contrary representations that

may have been made to you are superseded by this letter agreement. This is the full and complete agreement between you and the Company on this term. Although your job duties, title, compensation and benefits, as well as the Company’s personnel policies and procedures, may change from time to time, the “at will” nature of your employment may only be changed in an express written agreement signed by you and a duly authorized officer of the Company.

11.Tax Matters.

(a)Withholding. All forms of compensation referred to in this letter agreement are subject to reduction to reflect applicable withholding and payroll taxes and other deductions required by law.

(b)Section 409A. For purposes of Section 409A of the Code, each payment under Section 7 is hereby designated as a separate payment for purposes of Treas. Reg. §1.409A-2(b)(2). If the Company determines that you are a “specified employee” under Section 409A(a)(2)(B)(i) of the Code at the time of your Separation, then (i) any payments under this letter agreement, 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 your Separation or (B) the date of your 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 under this letter agreement that either (1) satisfies the requirements of the “short-term deferral” rule set forth in Treas. Reg. §1.409A-1(b)(4); or (2) (A) qualifies as a payment made as a result of an involuntary separation from service pursuant to Treas. Reg. §1.409A-1(b)(9)(iii), and (B) does not exceed the Section 409A Limit will not constitute a Deferred Payment. Any reimbursements hereunder shall be made or provided in accordance with Section 409A of the Code, including but not limited to, the following provisions: (i) the amount of any expense reimbursement or in-kind benefit provided during a taxable year shall not affect any expenses eligible for reimbursement in any other taxable year; (ii) the reimbursement of the eligible expense shall be made no later than the last day of the Executive’s taxable year that immediately follows the taxable year in which the expense was incurred; and (iii) the right to any reimbursement shall not be subject to liquidation or exchange for another benefit or payment. The provisions of this letter agreement, including any bonuses paid under Section 3, are 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 under this letter agreement 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. You and the Company agree to work together in good faith to consider amendments to this letter agreement and to take such reasonable actions as are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to you under Section 409A of the Code. In no event will the Company reimburse you for any taxes that may be imposed on you as result of Section 409A of the Code.

(c)Tax Advice. You are encouraged to obtain your own tax advice regarding your compensation from the Company. You agree that the Company does not have a duty to design its compensation policies in a manner that minimizes your tax liabilities, and you will not make any claim against the Company or the Board related to tax liabilities arising from your compensation.

12.Interpretation, Amendment and Enforcement. This letter agreement constitutes the complete agreement between you and the Company, contains all of the terms of your employment with the Company and supersedes any prior agreements, representations or understandings (whether written, oral or implied) between you and the Company. This letter agreement may not be amended or modified, except by an express written agreement signed by both you and a duly authorized officer of the Company. The terms of this letter agreement and the resolution of any disputes as to the meaning, effect, performance or validity of this letter agreement or arising out of, related to, or in any way connected with, this letter agreement, your employment with the Company or any other relationship between you and the Company (the “Disputes”)

will be governed by California law, excluding laws relating to conflicts or choice of law. You and the Company submit to the exclusive personal jurisdiction of the federal and state courts located in San Diego in connection with any Dispute or any claim related to any Dispute.

13.Arbitration. Any controversy or claim arising out of this letter agreement and any and all claims relating to your employment with the Company will be settled by final and binding arbitration. The arbitration will take place in San Diego or, at your option, the County in which you primarily worked when the arbitrable dispute or claim first arose. The arbitration will be administered by the American Arbitration Association under its National Rules for the Resolution of Employment Disputes. Any award or finding will be confidential. You and the Company agree to provide one another with reasonable access to documents and witnesses in connection with the resolution of the dispute. You and the Company will share the costs of arbitration equally, except that the Company will bear the cost of the arbitrator’s fee and any other type of expense or cost that you would not be required to bear if you were to bring the dispute or claim in court. Each party will be responsible for its own attorneys’ fees, and the arbitrator may not award attorneys’ fees unless a statute or contract at issue specifically authorizes such an award. This Section 13 does not apply to claims for workers’ compensation benefits or unemployment insurance benefits. Injunctive relief and other provisional remedies will be available in accordance with Section 1281.8 of the California Code of Civil Procedure.

14.Background Check. This offer of employment is contingent upon a clearance of a background investigation and/or reference check undertaken by the Company in accordance with applicable law. You hereby agree that any and all information that you might provide to the Company or its agents regarding your background will be true and correct. Such investigation and reference check may include a consumer report, as defined by the Fair Credit Reporting Act (“FCRA”), 15 U.S.C. 1681a, and/or an investigative consumer report, as defined by FCRA, 15 U.S.C. 1681a, and California Civil Code 1786.2(c). This investigation may also include a consumer credit report, as defined by California Civil Code 1785.3(c), which is being requested because your position may involve the following: regular access to bank account information, Social Security Numbers, and date of birth of any one person; authorization to transfer money on behalf of the employer; regular access to funds totaling $10,000 or more of an employer, a customer, or client during the workday.

15.Attorneys’ Fees. The Company shall bear its own costs, attorneys’ fees, and other fees incurred in connection with the negotiation and preparation of this letter agreement and shall reimburse you up to $5,000 for all of your reasonable costs, attorneys’ fees and other fees incurred by you in connection with the negotiation and preparation of this letter agreement.

16.Definitions. The following terms have the meaning set forth below wherever they are used in this letter agreement:

“Average Closing Price” means the average closing sales price of the Stock as reported on the Nasdaq Global Market, for the ten consecutive trading days ending immediately prior to the Start Date.

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

“Cause” means (a) your unauthorized use or disclosure of the Company’s confidential information or trade secrets, (b) your breach of any agreement between you and the Company, (c) your material failure to comply with the Company’s written policies or rules that have been provided to you, (d) your conviction of, or your plea of “guilty” or “no contest” to, a felony under the laws of the United States or any State, (e) your gross negligence or willful misconduct in connection with your duties and responsibilities, (f) your willful continuing failure to perform assigned duties after receiving written notification of the failure from the Board or (g) 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. Cause for termination of your employment will exist only if the Company provides you with written notice of the

circumstances giving rise to a for-Cause termination, which notice will specify in the case of circumstances arising under clauses (b), (c) or (f) that you have ten days to cure such circumstances, unless in the good faith determination of the Board the circumstances are not capable of being cured.

“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. 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).

“COBRA” means the Consolidated Omnibus Budget Reconciliation Act.

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

“Disability” means a permanent and total disability within the meaning of Section 22(e)(3) of the Code, as determined by the Board.

“Equity Awards” means (a) all shares of Stock; (b) all options and other rights to purchase shares of Stock; (c) all stock units, performance units or phantom shares whose value is measured by the value of shares of Stock; and (d) all stock appreciation rights whose value is measured by increases in the value of shares of Stock.

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

“Involuntary Termination” means either a (a) Termination Without Cause or (b) Resignation for Good Reason.

“Resignation for Good Reason” means a Separation as a result of your resignation within 180 days after one of the following conditions initially has come into existence without your express written consent:

(a)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;

(b)A reduction in your Base Salary or Target Bonus level in effect immediately prior to such reduction (unless such reduction is in connection with a general across the board reduction in the compensation of the Company’s management team and in such case not to exceed 10%);

(c)A relocation to a facility or a location more than 50 miles from your then-present work location that increases your one-way commute; or

(d)A material breach by the Company of the terms set forth in this letter agreement.

A Resignation for Good Reason will not be deemed to have occurred unless (i) you give the Company written notice of the condition within ninety (90) days after the condition initially comes into existence, (ii) the Company fails to remedy the condition within thirty (30) days after receiving your written notice, and (iii) you terminate employment within 180 days from the date the condition initially comes into existence.

“Section 409A Limit” means the lesser of two times: (i) your annualized compensation based upon the annual rate of pay paid to you during the taxable year preceding your taxable year in which your termination of employment occurs, as determined under, and with such adjustments as are set forth in, Treas. Reg. §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 your employment is terminated.

“Separation” means a “separation from service,” as defined in the Treas. Reg. §1.409A-1(h).

“Stock” means the Common Stock of the Company.

“Termination Without Cause” means a Separation as a result of an 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).

We hope that you will accept our offer to join the Company. You may indicate your agreement with these terms and accept this offer by signing and dating both the enclosed duplicate original of this letter agreement and the enclosed Proprietary Information and Inventions Agreement and Code of Business Conduct and returning them to me. This offer, if not accepted, will expire at the close of business on May 18, 2015. As required by law, your employment with the Company is contingent upon your providing legal proof of your identity and authorization to work in the United States. We anticipate your employment to start no later than May 18, 2015.

Maxwell Technologies, Inc.

/s/ Franz Fink

By: Franz Fink

Title: President and Chief Executive Officer

I have read and accept this employment offer:

/s/ David Lyle

Signature of David Lyle

Exhibit 99.1

NEWS RELEASE

For Immediate Release

May 11, 2015

MAXWELL TECHNOLOGIES APPOINTS DAVID LYLE

SENIOR VICE PRESIDENT & CHIEF FINANCIAL OFFICER

SAN DIEGO, Calif. - Maxwell Technologies, Inc. (Nasdaq: MXWL) announced today that David Lyle has joined the company as Senior Vice President, Chief Financial Officer, Treasurer and Secretary.

Before joining Maxwell, Lyle was Chief Financial Officer of Entropic Communications, a provider of semiconductor solutions for home entertainment, which was acquired in April 2015 by MaxLinear, a producer of broadband and networking semiconductors. Lyle joined Entropic in 2007, through its acquisition of RF Magic, where he had also served as CFO. Earlier in his career, Lyle held senior corporate finance positions with Broadcom through its acquisition of Zyray Wireless, where he was CFO, and Mobilian Corporation, where he was CFO until the company was acquired by Intel Corporation, and with Intel, where he held various finance roles in the microprocessor, networking and Intel Capital divisions. Previously, he was employed in the commercial banking industry, where he focused primarily on leveraged buy-outs.

Lyle holds a bachelor’s degree in business from The University of Southern California, a master of business administration degree from Arizona State University and a master in international management degree from The Garvin School of International Management, Thunderbird.

As part of his hire-on compensation package and as an inducement material to his acceptance of employment with the Company, Lyle will be granted equity awards outside of the Company’s stockholder-approved stock plan as permitted under with Nasdaq Listing Rule 5635(c)(4). Specifically, he will receive a number of stock options determined by dividing $105,000 by the grant date fair value per share of Maxwell’s common stock. In addition, Lyle will receive a number of restricted stock units and performance-based restricted stock units, determined by dividing $305,000 and $140,000, respectively, by an average closing price of Maxwell’s common stock prior to Lyle’s start date. Lyle’s equity awards otherwise have substantially the same terms and conditions as the corresponding equity awards granted to other executive officers of the Company under its 2013 Omnibus Equity Incentive Plan in connection with the Company’s fiscal year 2015 compensation program.

“We are fortunate to have been able to attract an executive with Dave’s deep and varied management and corporate finance background in the fast-paced technology industry to step in and lead our finance team at this critical juncture in the company’s development,” said Dr. Franz Fink, Maxwell’s President & CEO.

“I am excited to join Maxwell’s management team and to be a part of the dynamic energy storage industry,” Lyle said.

Maxwell Technologies is a global leader in the development and manufacture of innovative, cost-effective energy storage and power delivery solutions. Our ultracapacitor products provide safe and reliable power solutions for applications in consumer and industrial electronics, transportation and telecommunications. Our CONDIS® high-voltage grading and coupling capacitors help to ensure the safety and reliability of electric utility infrastructure and other applications involving transport, distribution and measurement of high-voltage electrical energy. Our radiation-mitigated microelectronic products include power modules, memory modules and single board computers that incorporate powerful commercial silicon for superior performance and high reliability in aerospace applications. For more information, visit www.maxwell.com.

Media & Investor Contact: Michael Sund, +1 858.503.3233; msund@maxwell.com

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